lmi8k123108.htm

0001011240-09-000001.txt : 20090107 0001011240-09-000001.hdr.sgml : 20090107 20090107172707 ACCESSION NUMBER: 0001011240-09-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081231 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090107 DATE AS OF CHANGE: 20090107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMI AEROSPACE INC CENTRAL INDEX KEY: 0001059562 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 431309065 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24293 FILM NUMBER: 09513991 BUSINESS ADDRESS: STREET 1: 411 FOUNTAIN LAKES BLVD. CITY: ST CHARLES STATE: MO ZIP: 63301 BUSINESS PHONE: 636-946-6525 MAIL ADDRESS: STREET 1: 411 FOUNTAIN LAKES BLVD. CITY: ST CHARLES STATE: MO ZIP: 63301 8-K 1 lmi8k123108.htm FORM 8-K lmi8k123108.htm

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): December 31, 2008

LMI AEROSPACE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Missouri

(State or Other Jurisdiction of Incorporation)

0-24293	43-1309065
(Commission File Number)	(IRS Employer Identification No.)

411 Fountain Lakes Blvd., St. Charles, Missouri	63301
(Address of Principal Executive Offices)	(Zip Code)

(636) 946-6525

(Registrant's Telephone Number, Including Area Code)

(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))

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On December 31, 2008, LMI Aerospace, Inc. (the “Company”) entered into amendments to its employment agreements with Ronald S. Saks (“Saks”), its President and Chief Executive Officer; Darrell E. Keesling (“Keesling”), its Chief Operating Officer; Robert T. Grah (“Grah”), its Vice President, Central Operations; Lawrence E. Dickinson (“Dickinson”), its Chief Financial Officer; and Michael J. Biffignani (“Biffignani”), its Chief Information Officer. The reason for the amendments was to bring the employment agreements into compliance with final regulations under Section 409A of the Internal Revenue Code of 1986, as amended, by clarifying the timing of accrual and payment of certain compensatory elements contained in the employment agreements. The description of the amendments is qualified in its entirety by the forms of amendment, which are attached hereto as Exhibit 10.1 (form of Saks amendment), Exhibit 10.2 (form of Keesling amendment), and Exhibit 10.3 (form of Grah, Dickinson and Biffignani amendment), all of which are incorporated herein by this reference.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits

	Exhibit No.	Description
	10.1	Form of Amendment to Saks Employment Agreement.
	10.2	Form of Amendment to Keesling Employment Agreement.
	10.3	Form of Amendment to Grah, Dickinson, and Biffignani Employment Agreements.

Signature

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.

Date: January 7, 2009

	LMI AEROSPACE, INC.


	By:	/s/ Lawrence E. Dickinson
		Lawrence E. Dickinson
		Secretary and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description

10.1	Form of Amendment to Saks Employment Agreement.
10.2	Form of Amendment to Keesling Employment Agreement.
10.3	Form of Amendment to Grah, Dickinson, and Biffignani Employment Agreements.

EX-10.1 2 lmi8k123108ex101.htm EX. 10.1 - FORM OF AMENDMENT TO SAKS EMPLOYMENT AGREEMENT lmi8k123108ex101.htm

Exhibit 10.1

SECOND AMENDMENT

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 31, 2008 by and between, LMI AEROSPACE, INC., a Missouri corporation (the “Corporation”) and __________________ (“Employee”).

Whereas, the Corporation and Employee are parties to an employment agreement between the Corporation and Employee dated as of _____________ and an amendment to such employment agreement dated April 24, 2008 (collectively, the “Employment Agreement”), copies of which are attached and incorporated herein by reference;

Whereas, the Corporation and Employee have again agreed to amend the Employment Agreement;

Whereas, Section 11 of the Employment Agreement provides that amendments thereto must be in writing and signed by both parties;

NOW, THEREFORE, the Corporation and Employee do hereby agree to the following:

1. Section 2(A) of the Employment Agreement is hereby deleted and replaced with the following (no subsections of 2(A) are deleted, replaced or revised unless otherwise specified in this Amendment to the Employment Agreement):

(A) The initial term of Employee’s employment under this Agreement shall commence on January 1, 2008 and shall terminate on January 1, 2011; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2010, either party has given written notice to the other party of its or Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events:

2. Section 2(A)(7) of the Employment Agreement is hereby deleted and replaced with the following:

(7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship.

If employment is terminated for any of the reasons set forth in subparagraphs (3) through (7) of this section 2(A), Employee shall be entitled to receive only the Base Salary (as that term is hereinafter defined) accrued but unpaid as of the date of the termination and shall be ineligible to receive any additional compensation or severance pay. If, on the other hand, employment is terminated by the Corporation during the term of this Agreement for any reason other than those set forth in paragraphs (3) through (7) of this section 2(A), subject to the conditions set forth in paragraphs 2(C) and (D) of this Agreement, the Corporation shall provide severance pay to Employee in an amount based upon his length of service with the Corporation. Specifically, the Corporation shall provide Employee with six (6) months of Base Salary if he has less than five (5) years of service with the Corporation as of the date of his termination and with twelve (12) months of Base Salary if he has five (5) or more years of service with the Corporation as of the date of his termination. Such severance pay shall be paid in equal monthly installments commencing immediately after the termination. Notwithstanding the foregoing, if at the time of Employee’s termination, Employee is considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to Section 409A of the Code, then no such payment shall be payable prior to the date that is earlier of (1) six months and one day after Employee’s termination, or (2) Employee’s death, and the initial payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for application of this provision.

3. Section 2(C) of the Employment Agreement is hereby deleted and replaced with the following Paragraph (C):

(C) The severance pay provided for in section 2(A) and 2(B) of this Agreement shall be paid in equal monthly installments commencing immediately after the termination. Notwithstanding the foregoing, if at the time of Employee’s termination, Employee is considered a ‘specified employee’ within the meaning of Section 409A(a)(2) of the Code, and if any payment that Employee becomes entitled to under this Agreement would be considered deferred compensation subject to Section 409A of the Code, then no such payment shall be payable prior to the date that is earlier of (1) six months and one day after Employee’s termination, or (2) Employee’s death, and the initial payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for application of this provision. For purposes of calculating the present value of the severance pay, the discount rate shall be the prime rate quoted in the Wall Street Journal on the day the Corporation elects to pay the present value of the severance pay in a lump sum.

4. The first sentence of Section 3(B) of the Employment Agreement is hereby deleted and replaced with the following:

(B) With respect to each fiscal year of the Corporation during the term of this Agreement, (i) provided that Employee is employed under the terms of this Agreement as of the first day of the next fiscal year, and (ii) the Corporation’s “Annual Income from Operations” (as that term is hereinafter defined) exceeds the “Threshold” (as that term is hereinafter defined), the Corporation shall pay to Employee, in addition to the Base Salary, an annual “Performance Bonus” as determined according to this Section 3(B).

5. All references in the Employment Agreement to the “Agreement” and any other references of similar import shall henceforth mean the Employment Agreement as amended by this Amendment.

6. In the event of a conflict between the provisions of this Amendment and the provisions of the Employment Agreement (without regard to this Amendment), the provisions of this Amendment shall control. All defined terms appearing in this Amendment shall continue to have the same meaning as provided in the Employment Agreement, unless modified by this Amendment.

7. Except to the extent specifically amended by this Amendment, all of the terms, provisions, conditions, covenants, representations and warranties contained in the Employment Agreement shall be and remain in full force and effect and the same are hereby ratified and confirmed.

8. This Amendment shall be binding upon and inure to the benefit of the Corporation and Employee and their respective heirs, executors, administrators, legal administrators, successors and permitted assigns.

9. This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

[Signatures follow on next page.]

The parties have executed this Amendment to Employment Agreement as of the date first above- written.

		LMI AEROSPACE, INC. (“Corporation”)


	By:
	Title:



		(“Employee”)

EX-10.2 3 lmi8k123108ex102.htm EX. 10.2 - FORM OF AMENDMENT TO KEESLING EMPLOYMENT AGREEMENT lmi8k123108ex102.htm

Exhibit 10.2

AMENDMENT

EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into effective as of December 31, 2008 by and between, LMI AEROSPACE, INC., a Missouri corporation (the “Corporation”) and ____________________ (“Employee”).

Whereas, the Corporation and Employee are parties to an employment agreement between the Corporation and Employee dated as of _____________ (the “Employment Agreement”), a copy of which is attached and incorporated herein by reference;

Whereas, the Corporation and Employee have agreed to amend the Employment Agreement;

Whereas, Section 11 of the Employment Agreement provides that amendments thereto must be in writing and signed by both parties;

NOW, THEREFORE, the Corporation and Employee do hereby agree to the following:

(A) The initial term of Employee’s employment under this Agreement shall commence on the date of this Agreement (the “Commencement Date”) and shall terminate on January 1, 2010; provided, however, that this Agreement shall automatically extend for successive one-year terms unless not later than October 31 of any year beginning in 2009, either party has given written notice to the other party of its or his intention not to extend the term of this Agreement (in which case, this Agreement shall terminate at the end of the then-current term); and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events:

2. Section 2(A)(7) of the Employment Agreement is hereby deleted and replaced with the following:

(7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship.

3. Section 2(C) of the Employment Agreement is hereby deleted and replaced with the following Paragraph (C):

4. The first sentence of Section 3(B) of the Employment Agreement is hereby deleted and replaced with the following:

(B) With respect to each complete fiscal year of the Corporation during which (i) the Employee is employed under the terms of this Agreement as of the first day of the next fiscal year, and (ii) the Corporation's "Annual Income from Operations" (as that term is hereinafter defined) is more than Ten Million Dollars ($10,000,000.00), the Corporation shall pay to Employee, in addition to the Base Salary, an annual "Performance Bonus".

5. All references in the Employment Agreement to the “Agreement” and any other references of similar import shall henceforth mean the Employment Agreement as amended by this Amendment.

9. This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

[Signatures follow on next page.]

The parties have executed this Amendment to Employment Agreement as of the date first above- written.

	LMI AEROSPACE, INC.

	(“Corporation”)

	By:
		Ronald S. Saks, President


		(“Employee”)

EX-10.3 4 lmi8k123108ex103.htm EX. 10.3 - FORM OF AMENDMENT TO GRAH, DICKINSON, AND BIFFIGNANI EMPLOYMENT AGREEMENTS lmi8k123108ex103.htm

Exhibit 10.3

AMENDMENT

EMPLOYMENT AGREEMENT

Whereas, the Corporation and Employee have agreed to amend the Employment Agreement;

Whereas, Section 11 of the Employment Agreement provides that amendments thereto must be in writing and signed by both parties;

NOW, THEREFORE, the Corporation and Employee do hereby agree to the following:

(A) The initial term of Employee's employment under this Agreement shall commence on January 1, 2008 and shall terminate on January 1, 2011; provided, however, that this Agreement shall be automatically extended for additional terms of one year each unless not later than October 31 of any year beginning in 2010, either party has given written notice to the other party of its or Employee’s intention not to extend the term of this Agreement; and provided, further, that the term of employment may be terminated upon the earlier occurrence of any of the following events:

2. Section 2(A)(7) of the Employment Agreement is hereby deleted and replaced with the following:

(7) At the Employee’s option, after providing the Corporation with at least thirty (30) calendar days advance written notice of his intention to terminate the employment relationship.

3. Section 2(C) of the Employment Agreement is hereby deleted and replaced with the following Paragraph (C):

4. The first two sentences of Section 3(B) of the Employment Agreement are hereby deleted and replaced with the following:

(B) With respect to fiscal year 2008 of the Corporation, (i) provided that Employee is employed under the terms of this Agreement as of the first day of 2009, and (ii) the Corporation's "Annual Income from Operations" (as that term is hereinafter defined) is more than the lesser of Fifteen Million Dollars ($15,000,000.00) or Sixty Percent (60%) of the Corporation’s annual budget for Annual Income from Operations, the Corporation shall pay to Employee, in addition to the Base Salary, an annual "Performance Bonus". Thereafter, with respect to each complete fiscal year of the Corporation subsequent to 2008 during which (i) the Employee is employed under the terms of this Agreement as of the first day of such next fiscal year, and (ii) the Corporation's "Annual Income from Operations" (as that term is hereinafter defined) is more than Sixty Percent (60%) of the Corporation’s annual budget for Annual Income from Operations, the Corporation shall pay to Employee, in addition to the Base Salary, an annual "Performance Bonus".

5. All references in the Employment Agreement to the “Agreement” and any other references of similar import shall henceforth mean the Employment Agreement as amended by this Amendment.

9. This Amendment shall be governed by and construed in accordance with the substantive laws of the State of Missouri (without reference to conflict of law principles).

[Signatures follow on next page.]

The parties have executed this Amendment to Employment Agreement as of the date first above- written.

	LMI AEROSPACE, INC.

	(“Corporation”)

	By:
		Ronald S. Saks, President


		(“Employee”)