8-K 1 a1068k.txt STOCK OPTION GRANTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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) January 3, 2006 ------------------------------------------------------------------------------- EMCOR Group, Inc. ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8267 11-2125338 -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 301 Merritt Seven, Norwalk, CT 06851 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (203) 849-7800 -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) N/A -------------------------------------------------------------------------------- (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. Commencing in 2006, EMCOR Group, Inc. (the "Company"), in partial payment of each non-employee director's annual retainer, grants to each non-employee director (a) stock options to purchase shares of its common stock under its 1997 Non-Employee Directors' Non-Qualified Stock Option Plan (the "1997 Directors' Option Plan"), or (b) shares of its common stock under its 2005 Stock Plan for Directors, as each such director elects. On January 3, 2006, (a) stock options to purchase shares of the Company's common stock were granted under the 1997 Directors' Option Plan to certain directors of the Company as follows: Stephen W. Bershad - 3,177; David A.B. Brown - 3,177; and Albert Fried, Jr. - 3,177; and (b) shares of the Company's common stock were granted under the 2005 Stock Plan for Directors to certain directors of the Company as follows: Larry J. Bump - 690; Richard F. Hamm, Jr., - 690; and Michael T. Yonker - 690. The terms of the 1997 Directors' Option Plan and the 2005 Stock Plan for Directors are hereby incorporated by reference herein, and such plans are Exhibits hereto. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Incorporated Exhibit Number Description of Exhibits By Reference To -------------- ----------------------- ------------------------------- 10.1 1997 Non-Employee Exhibit 10(K) to the Company's Directors' Non-Qualified Annual Report on Form 10-K for Stock Option Plan the year ended December 31, 1998 10.2 2005 Stock Plan For Exhibit C to Company's 2005 Directors Proxy Statement SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. EMCOR GROUP, INC. Date: January 5, 2006 By: /s/Sheldon I. Cammaker ________________________ Name: Sheldon I. Cammaker Title: Executive Vice President and General Counsel