-----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, BR7BNqftav/OctZINQv/XduggjRFFFcDCGoS/08V4u6c3XdixZRa76SxAWPsYLXD sD3aWf/63gWHPuB38NQ74w== 0000930413-05-002419.txt : 20050404 0000930413-05-002419.hdr.sgml : 20050404 20050404123917 ACCESSION NUMBER: 0000930413-05-002419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050330 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20050404 DATE AS OF CHANGE: 20050404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMCOR GROUP INC CENTRAL INDEX KEY: 0000105634 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL WORK [1731] IRS NUMBER: 112125338 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08267 FILM NUMBER: 05728443 BUSINESS ADDRESS: STREET 1: 301 MERRITT SEVEN CORPORATE PK STREET 2: 6TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 203-849-7800 MAIL ADDRESS: STREET 1: 301 MERRITT SEVEN CORPORATE PARK STREET 2: 6TH FLOOR CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: JWP INC/DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: JAMAICA WATER PROPERTIES INC DATE OF NAME CHANGE: 19860518 FORMER COMPANY: FORMER CONFORMED NAME: WELSBACH CORP DATE OF NAME CHANGE: 19761119 8-K 1 c36884_8k.txt 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) MARCH 30, 2005 - -------------------------------------------------------------------------------- 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. On March 30, 2005, the Compensation and Personnel Committee of the Board of Directors of the Company established performance goals and maximum bonuses payable in respect of 2005 under the Company's Key Executive Incentive Bonus Plan for each of Messrs. Frank T. MacInnis, Chief Executive Officer and Chairman of the Board, Anthony J. Guzzi, President and Chief Operating Officer, Sheldon I. Cammaker, Executive Vice President and General Counsel, Leicle E. Chesser, Executive Vice President and Chief Financial Officer, R. Kevin Matz, Senior Vice President - Shared Services and Mark A. Pompa, Senior Vice President, Chief Accounting Officer and Treasurer. Each such executive may receive a bonus of up to 200% of his 2005 annual salary if the Company reaches certain performance goals based upon the sum of its 2005 operating income (after excluding any charges resulting from the resolution of claims arising out of contracts entered into by subsidiaries prior to the acquisition of such subsidiaries by the Company ("Pre-Acquisition Contracts")) and 2005 net cash provided by operating activities (after excluding any collections resulting from the resolution of claims arising out of Pre-Acquisition Contracts). The bonus payable to each such executive may be less than the maximum in the sole discretion of the Company's Compensation and Personnel Committee. SIGNATURES Pursuant to the requirements of the Securities and 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: April 4, 2005 By: /s/ Kevin Matz --------------------------------- Name: R. Kevin Matz Title: Senior Vice President - Shared Services -----END PRIVACY-ENHANCED MESSAGE-----