-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzpITdhLKdQk8YIxW+qiIFxRQm0nMc634MgQ/Wg6bHhvy3AH+Z2g8K5Ap4qB4g9n 2Y3yzEsA4TJmdg2p+kh8yw== 0000950116-05-000466.txt : 20050208 0000950116-05-000466.hdr.sgml : 20050208 20050208171022 ACCESSION NUMBER: 0000950116-05-000466 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050208 DATE AS OF CHANGE: 20050208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCO GROUP INC CENTRAL INDEX KEY: 0001022608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 232858652 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21639 FILM NUMBER: 05584811 BUSINESS ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 BUSINESS PHONE: 215-441-3000 MAIL ADDRESS: STREET 1: 507 PRUDENTIAL ROAD CITY: HORSHAM STATE: PA ZIP: 19044 8-K 1 eight-k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): February 2, 2005 NCO Group, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter)
Pennsylvania 0-21639 23-2858652 - ------------------------------------------------------------------------------------------------------------------------------------ (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 507 Prudential Road, Horsham, Pennsylvania 19044 - ------------------------------------------------------------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 441-3000 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 2, 2005, the Compensation Committee of the Board of Directors of NCO Group, Inc. approved the base compensation of the following named executive officers (as defined in SEC Regulation S-K item 402(a)(3)) effective as of January 1, 2005:
NAME AND PRINCIPAL POSITION YEAR BASE COMPENSATION ($) - --------------------------------------------- ---- --------------------- Michael J. Barrist 2005 711,504 Chairman of the Board, President and Chief 2004 683,613 Executive Officer Stephen W. Elliott 2005 300,000 Executive Vice President, Information Technology 2004 274,602 and Chief Information Officer Joshua Gindin, Esq. 2005 300,000 Executive Vice President 2004 278,866 and General Counsel Steven Leckerman 2005 400,000 Executive Vice President, and 2004 331,864 Chief Operating Officer - Accounts Receivable Management, North America Steven L. Winokur 2005 400,000 Executive Vice President, Finance, 2004 335,213 Chief Financial Officer, Chief Operating Officer of Shared Services, and Treasurer
Each of the named executive officers has an employment agreement with the Company pursuant to which such officer is paid the minimum base annual compensation set forth in the agreement subject to such increases as may be approved by the Compensation Committee. At a minimum, such base salaries are to be adjusted each year in accordance with changes in the Consumer Price Index for the Philadelphia area. The amounts reflected above include increases approved by the Compensation Committee as well as adjustments based on the Consumer Price Index. In the case of Michael J. Barrist, the Chairman of the Board, President and Chief Executive Officer of the Company, the Compensation Committee approved the personal use by Mr. Barrist of 25 hours per year of an aircraft partly owned by the Company in lieu of any increase in his base compensation other than the Consumer Price Index adjustment. Previously, Mr. Barrist reimbursed the Company for his personal use of the aircraft based on the Company's actual operating costs plus the hourly cost equivalent for the monthly management fee, interest and depreciation. Mr. Barrist will continue to reimburse the Company for any personal use of the aircraft in excess of 25 hours per year. The Compensation Committee also approved increases in the base compensation of certain other executive officers of the Company that are not "named executive officers" as defined in SEC regulations. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NCO GROUP, INC. Date: February 8, 2005 By: /s/ Steven L. Winokur --------------------- Steven L. Winokur Executive Vice President, Finance, Chief Financial Officer, Chief Operating Officer of Shared Services, and Treasurer 3 -----END PRIVACY-ENHANCED MESSAGE-----