-----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, T8TvUKRLjF7ZzWc0gy3Lx0eXd3s4gV6/QzA5lIRpJ8A0f3W7FmJ1rtJfTRvUWqhE iY6Z/9Gdta8Tlk4S66+LAQ== 0001284807-06-000050.txt : 20061011 0001284807-06-000050.hdr.sgml : 20061011 20061011090811 ACCESSION NUMBER: 0001284807-06-000050 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061011 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20061011 DATE AS OF CHANGE: 20061011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLY GEM HOLDINGS INC CENTRAL INDEX KEY: 0001284807 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 200645710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-114041-07 FILM NUMBER: 061139183 BUSINESS ADDRESS: STREET 1: 303 WEST MAJOR STREET CITY: KEARNEY STATE: MO ZIP: 64060 BUSINESS PHONE: 8008002244 MAIL ADDRESS: STREET 1: 303 WEST MAJOR STREET CITY: KEARNEY STATE: MO ZIP: 64060 8-K 1 form8-k.htm PLY GEM FORM 8-K FOR OCTOBER 5, 2006 Ply Gem Form 8-K for October 5, 2006
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) October 5, 2006

 
PLY GEM HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
(State or Other Jurisdiction of Incorporation)

333-114041                                    & #160;                            20-0645710
(Commission File Number)                                                     (IRS Employer Identification No.)

185 PLATTE CLAY WAY
KEARNEY, MISSOURI                                                              64060
(Address of Principal Executive Offices)                                                   (Zip Code)

(800) 800-2244
(Registrant’s Telephone Number, Including Area Code)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 October 5, 2006, Ply Gem Industries, Inc., Ply Gem Holdings, Inc., Ply Gem Investment Holdings, Inc., Ply Gem Prime Holdings, Inc. (collectively, the “Companies”) and the Meyer Family Investment, L.P. entered into a Retirement and Consulting Agreement with Lee Meyer, the Chief Executive Officer and President of the Companies. This agreement supersedes and extinguishes the Change in Control Severance Benefit Plan for Key Employees, dated October 30, 2003, as amended for Mr. Meyer on February 12, 2004. Pursuant to the agreement, Mr. Meyer will retire from his employment with each of the Companies, effective as of October 13, 2006 (the “Retirement Date”). Mr. Meyer has agreed to provide certain consulting services to the Companies through the second anniversary of the Retirement Date (the “Consulting Period”).
 
Under the agreement, Mr. Meyer will continue to receive through the Consulting Period his annual base salary of $360,000 and medical and dental benefits. He will also receive a pro-rated portion of his annual bonus for 2006. In addition, Ply Gem Prime Holdings, Inc. has agreed to repurchase 112,800 shares of common stock, par value $0.01 per share, of Ply Gem Prime Holdings, Inc. held by the Meyer Family Investment, L.P., for the aggregate price of $1,128,000.
 
These payments and benefits are contingent upon Mr. Meyer’s execution and non-revocation of a general release of all claims against each of the Companies. Mr. Meyer executed the release on October 5, 2006 and may revoke it up to and including October 12, 2006. Mr. Meyer must also continue to comply with certain existing confidentiality, non-compete, non-solicit and non-disparagement covenants.
 
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
 
The information presented with respect to Item 1.01 is incorporated by reference herein.
 

 

 



 
SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Dated: October 11, 2006
 
PLY GEM HOLDINGS, INC.
 
By:   /s/ Shawn K. Poe  
 
Name: Shawn K. Poe
                                    Title: Vice President, Chief Financial Officer,
                                          Treasurer and Secretary
 

 
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