-----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, EgE+0cqD8T7Dukivk4KSlgnogOk60DB6jQgSfKDCfnx7CKlhrWL284tAjKX7ToNm xeeNZRG4VHLCAASp/NBPuQ== 0001193125-06-071611.txt : 20060403 0001193125-06-071611.hdr.sgml : 20060403 20060403130725 ACCESSION NUMBER: 0001193125-06-071611 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COACHMEN INDUSTRIES INC CENTRAL INDEX KEY: 0000021212 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR HOMES [3716] IRS NUMBER: 351101097 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07160 FILM NUMBER: 06732296 BUSINESS ADDRESS: STREET 1: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46514 BUSINESS PHONE: 5742620123 MAIL ADDRESS: STREET 1: PO BOX 3300 STREET 2: 2831 DEXTER DRIVE CITY: ELKHART STATE: IN ZIP: 46515 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

Date of report (Date of earliest event reported): March 31, 2006

 


COACHMEN INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 


 

INDIANA   1-7160   31-1101097

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

2831 Dexter Drive, Elkhart, Indiana   46514
(Address of Principal Executive Offices)   (Zip Code)

(574) 262-0123

(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:

 

¨ 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 31, 2006, the Registrant entered into identical Restricted Stock Award Agreements with certain of its employees. The agreements are governed by the Registrant’s 2000 Omnibus Stock Plan.

The agreements provide for the award of restricted shares to the participant. Participants will earn restricted shares based on attainment of certain performance goals for the calendar year 2006. The performance goals consist of target levels of pre-tax profits, either for the Registrant as a whole or one of the participant’s business units, as appropriate. As the Company or business unit meets 50%, 75% or 100% of the performance goal established, the participants will earn the corresponding percentage of their restricted shares. To the extent the Company or business unit meets the performance goals for the year, and the participant remains employed by the Company during the vesting period, the earned restricted shares will vest and be delivered to the Participants over a three-year vesting period: one-third on January 1, 2007, one-third on January 1, 2008 and one-third on January 1, 2009.

If a change of control of the Registrant occurs during 2006, the participant will be deemed to have met 50% of the performance goal and will earn 50% of the participant’s restricted shares. However, if the pro rata percentage of the performance goal is greater than 50% for the portion of the year in which the change in control occurs, the participants will be deemed to have earned that corresponding percentage of shares. All such shares deemed to be earned pursuant to this paragraph will vest immediately upon the change of control. If a change of control of the Registrant occurs after 2006 but before all restricted shares have vested, all earned but unvested shares will vest immediately upon the change of control.

The maximum number of restricted shares that each of the Registrant’s executive officers may earn pursuant to Restricted Stock Award Agreements between them and the Registrant are as follows:

 

Executive Officer’s Name and Title

  

Maximum Number of

Restricted Shares

Awarded

Claire C. Skinner

Chairman of the Board and Chief Executive Officer

   12,000

Michael R. Terlep, Jr.

President, Coachmen RV Group, and President,

Coachmen Recreational Vehicles Company, LLC

   12,000

Richard M. Lavers

Executive Vice President, General Counsel, Secretary,

Chief Financial Officer and Chief Administrative Officer

   12,000

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not Applicable

(c) Not Applicable

(d) Not Applicable


SIGNATURE

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.

 

  COACHMEN INDUSTRIES, INC.
Date: April 3, 2006   By:  

/s/ Richard M. Lavers

    Richard M. Lavers, Executive Vice President
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