-----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, Q/20dZnKxhKElvIZpVEYYCbzPSvOR/TWm1ylABmQX47qFfIqT+d/kbtcDvgT4xVn ncxyVE4ErzqGlWehkQ7+6Q== 0000031107-09-000085.txt : 20091022 0000031107-09-000085.hdr.sgml : 20091022 20091022161946 ACCESSION NUMBER: 0000031107-09-000085 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091021 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091022 DATE AS OF CHANGE: 20091022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTERN CO CENTRAL INDEX KEY: 0000031107 STANDARD INDUSTRIAL CLASSIFICATION: CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420] IRS NUMBER: 060330020 STATE OF INCORPORATION: CT FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00599 FILM NUMBER: 091132678 BUSINESS ADDRESS: STREET 1: 112 BRIDGE ST STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 BUSINESS PHONE: 2037292255 MAIL ADDRESS: STREET 1: 112 BRIDGE STREET STREET 2: P O BOX 460 CITY: NAUGATUCK STATE: CT ZIP: 06770 8-K 1 fm8klflagreeamend09.htm LFL AGREE AMEND 09

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: October 21, 2009

(Date of earliest event reported)

 

The Eastern Company

(Exact name of Registrant as specified in its charter)

 

 

Connecticut

0-599

06-0330020

 

(State or other jurisdiction

(Commission File Number)

(IRS Employer

 

of incorporation)

identification No.)

 

 

 

112 Bridge Street, Naugatuck, Connecticut

06770

 

(Address of principal executive offices)

(Zip Code)

 

 

(203) 729-2255

(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)

 

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))

 

Section 1 – Registrant’s Business and Operations

 

 

ITEM 1.01 – Entry into a Material Definitive Agreement

 

On October 21, 2009, The Eastern Company executed an amendment to the Employment Agreement (the “Agreement”) with the Company’s Chairman, President and Chief Executive Officer, Leonard F. Leganza. The amendment extends the term of the Agreement to December 31, 2010.

 

A copy of the amendment to the Agreement is attached as Exhibit 99.

 

Section 5 – Corporate Governance and Management

 

 

ITEM 5.02 – (e) Compensatory Arrangements of Certain Officers

 

 

On October 21, 2009, the Company extended the term of the Agreement to December 31, 2010.

 

See Item 1.01 above.

 

 

Section 9 – Financial Statements and Exhibits

 

 

ITEM 9.01 - (d) Exhibits

 

 

(99)

Amendment to Employment Agreement between The Eastern Company and Leonard F. Leganza, the Company’s Chairman, President and Chief Executive Officer, executed on October 21, 2009.

 

 

 

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.

 

                

 

The Eastern Company

                

 

Date:  October 22, 2009     

By:  /s/John L. Sullivan III

 

John L. Sullivan III
Vice President and Chief Financial Officer

 

 

 

 

 EX-99 2 ex99lflagreeamend.htm LFL AGREE AMEND 09

Exhibit 99

 

AMENDMENT TO EMPLOYMENT AGREEMENT

 

AGREEMENT made as of the 21st day of October, 2009 by and between THE EASTERN COMPANY, a corporation organized under the laws of the State of Connecticut (the "Company"), and LEONARD F. LEGANZA, of 62 Tunxis Village Road, Farmington, Connecticut (the "Executive").

 

W I T N E S S E T H:

 

WHEREAS, as of January 1, 2005 the Company entered into an employment agreement with the Executive (the “Agreement”) pursuant to which the Executive serves as the chairman of the board, president and chief executive officer of the Company; and

 

WHEREAS, the Agreement was amended on December 12, 2007 to provide: (a) that the deferred compensation payable to the Executive under the Agreement will commence on a specified date; and (b) that the change in control benefit will be paid to the Executive upon the occurrence of a change in control, whether or not the Executive terminates employment; and

 

WHEREAS, the Agreement provides that the Company may, in its discretion, elect to renew the Agreement for one or more additional one-year periods by giving written notice to the Executive at least thirty days prior to the end of the term; and

 

WHEREAS, the Agreement was amended on October 24, 2007 to extend the term of the Agreement until December 31, 2008; and

 

WHEREAS, the Agreement was amended on October 22, 2008 to extend the term of the Agreement until December 31, 2009; and

 

WHEREAS, the Company wishes to extend the term of the Agreement for an additional one-year period until December 31, 2010.

 

 

NOW, THEREFORE, the Company and the Executive do hereby agree as follows:

 

 

 

(1)

Section 4 of the Agreement is deleted and the following is substituted in lieu thereof:

 

 

Section 4.

Term.

 

The term of this Agreement began as of January 1, 2005 and was extended through December 31, 2009. The term of this Agreement is extended for an additional one-year period, and shall continue until December 31, 2010.

 

The Company may, in its discretion, elect to renew this Agreement for one or more additional one-year periods by giving written notice to the Executive at least thirty (30) days prior to the end of any renewal period.

 

(2)         All of the other terms and conditions of the Agreement are hereby confirmed, ratified and approved in all respects.

 

 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and its corporate seal to be hereunto affixed, and the Executive has hereunto set the Executive's hand and seal, as of the day and year specified above.

 

 

ATTEST:

THE EASTERN COMPANY

 

 

 

 

/s/Theresa P. Dews

/s/David C. Robinson

Theresa P. Dews

David C. Robinson

Its Secretary

Title: Chairman, Compensation Committee

 

 

 

 

 

EXECUTIVE

 

 

 

 

 

/s/Leonard F. Leganza

 

Leonard F. Leganza

 

Chairman, President and CEO

 

 

 

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