-----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, VTjsNudDi9ko2x+aW1Y6oU7j0+Pbrc+IuLoGPxu8exayyxuTe00ItsExTP4f9HUX U3zLQAXjm7asued0blzBRA== 0001193125-06-118063.txt : 20060523 0001193125-06-118063.hdr.sgml : 20060523 20060523164625 ACCESSION NUMBER: 0001193125-06-118063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20060523 DATE AS OF CHANGE: 20060523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Koppers Holdings Inc. CENTRAL INDEX KEY: 0001315257 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 201878963 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32737 FILM NUMBER: 06861854 BUSINESS ADDRESS: STREET 1: 436 SEVENTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15219 BUSINESS PHONE: 412-227-2001 MAIL ADDRESS: STREET 1: 436 SEVENTH AVENUE CITY: PITTSBURGH STATE: PA ZIP: 15219 FORMER COMPANY: FORMER CONFORMED NAME: KI Holdings Inc. DATE OF NAME CHANGE: 20050124 8-K 1 d8k.htm FORM 8-K Form 8-K

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

May 18, 2006

Date of Report (Date of earliest event reported)

 

KOPPERS HOLDINGS INC.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania   1-32737   20-1878963

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

436 Seventh Avenue

Pittsburgh, Pennsylvania 15219

(Address of principal executive offices)

(412) 227-2001

(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:

 

¨ 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.

The Board of Directors of the Company approved the following changes to the Directors compensation program, effective May 18, 2006. Each non-employee Director of the Company, for services as a Director of the Company and for services as a Director of Koppers Inc., will receive the following:

 

  •   In calendar year 2006, Directors whose term begins after the effective date of the initial public offering of the Company’s stock will receive an equity award of 3,000 shares of unrestricted stock of the Company under the Company’s 2005 Long Term Incentive Plan, which awards will not be prorated for Directors serving less than 12 months. Prior to the change in the Director’s compensation program, such Directors would have received a lump sum payment of $65,000 for calendar year 2006.

 

  •   In calendar year 2007 and each calendar year thereafter (unless further modified), all Directors will receive an equity award of 3,000 shares of unrestricted stock of the Company under the Company’s 2005 Long Term Incentive Plan, which awards will not be prorated for Directors serving less than 12 months. Prior to such change, all Directors would have received shares of unrestricted stock of the Company valued at $65,000 beginning in calendar year 2007 and continuing in each calendar year thereafter.

The remaining components of the Directors’ compensation program have not changed.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On May 18, 2006, the company’s board of directors approved an increase to the size of its board of directors to seven persons from five persons and appointed T. Michael Young as a director of the company.

 

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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.

Dated: May 23, 2006

 

KOPPERS HOLDINGS INC.
By:  

/s/ Brian H. McCurrie

  Brian H. McCurrie
  Vice President and Chief Financial Officer

 

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