-----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, Uc2WCb+ixUmN8ZgSV74WUo5QdkbIrdLBXkt7j84R+/8a+bgim8/kMj/R2gL94VDA FSw9l+HH4cITA9G4m+IkDA== 0000352825-05-000018.txt : 20050727 0000352825-05-000018.hdr.sgml : 20050727 20050727153128 ACCESSION NUMBER: 0000352825-05-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050726 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050727 DATE AS OF CHANGE: 20050727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER L B CO CENTRAL INDEX KEY: 0000352825 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 251324733 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 05977147 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283431 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 8-K 1 dircomp.txt JULY 26, 2005 DIRECTORS' COMPENSATION 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) July 26, 2005 ------------------------------- L. B. Foster Company ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (412) 928-3417 ----------------------------- None ------------------------------------------------------------------------------- (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)) Item 1.01 Entry Into a Material Definitive Agreement - ------------------------------------------------------------ At its May 25, 2005 meeting, the Board of Directors replaced its Compensation, Nomination and Governance Committee with two separate committees, the Compensation Committee and the Nomination and Governance Committee. Consistent with its current practice of paying committee chairmen a $16,500 base annual fee (as contrasted with the $14,000 annual base fee paid to other outside directors), the Board of Directors approved, on July 26, 2005, a $16,500 base annual fee for the chairmen of these recently created committees, effective July 1, 2005. As a result, the base annual fee of the current chairman of the Nomination and Governance Committee, Mr. William H. Rackoff, has been increased from $14,000 per annum to $16,500 per annum, effective July 1, 2005. The $16,500 annual base fee paid to Mr. John W. Puth will not change since Mr. Puth continued to serve as a chairman of the former Compensation, Nomination and Governance Committee until he became the chairman of the recently created Compensation Committee. Item 9.01 Exhibits - -------------------------- 10.53 July 26, 2005 Board of Directors' Resolution establishing directors' compensation 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. L.B. Foster Company ---------------------- (Registrant) Date: July 27, 2005 - -------------------- /s/David J. Russo --------------------- David J. Russo Senior Vice President, Chief Financial Officer and Treasurer Exhibit Index ------------- Exhibit Number Description - -------------- ----------- 10.53 July 26, 2005 Board of Directors' Resolution establishing directors' compensation EX-10 2 ex10_53.txt BOARD RESO. ESTABLISHING DIRECTOR COMPENSATION Exhibit 10.53 RESOLVED, that in addition to the options awarded under the 1998 Long-Term Incentive Plan, as Amended and Restated, the annual fee paid to each of the Corporation's outside directors shall be the sum of (i) a$16,500 annual base fee for each Chairman of the Audit Committee, Compensation Committee and the Nomination & Governance Committee and a $14,000 annual base fee for other outside directors, plus $1,000 for each non-telephonic Board of Directors meeting attended (whether such attendance is in person or via telephone), $500 for each Committee meeting (telephonic or non-telephonic) attended and $500 for each telephonic Board of Directors meeting attended, payable quarterly in arrears; and (ii) one annual grant of 2,500 shares of the Corporation's common stock as of each Annual Shareholders' Meeting at which the outside director is elected (or re-elected) as a director of the Corporation, effective July 1, 2005. -----END PRIVACY-ENHANCED MESSAGE-----