-----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, IwcoDb4bCDClSlA1hJZSsgi62BhZ7gpsQwueilZYWaXSWBjZa/No7uG0n6zWtO8n aEoJ0rnAiySbO32EWKYTQA== 0000352825-08-000011.txt : 20080422 0000352825-08-000011.hdr.sgml : 20080422 20080422164126 ACCESSION NUMBER: 0000352825-08-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080422 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080422 DATE AS OF CHANGE: 20080422 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: 08769584 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 form8k.txt FORM 8-K FOR LBF RETIREMENT 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 April 22, 2008 (April 22, 2008) reported) ------------------------------- 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) On April 22, 2008, Registrant executed a letter agreement (the "Agreement"), which is attached hereto and incorporated herein, wherein Lee B. Foster II will retire as an employee of the Company, effective May 27, 2008. Under the Agreement, Mr. Foster and his wife will continue to be beneficiaries, at no cost to them, under the Registrant's health benefit programs until the earlier of their deaths or March 31, 2012. If reelected at Registrant's annual shareholders' meeting, Mr. Foster will continue as Chairman of the Board and an outside director. As an outside director and Chairman, Mr. Foster will receive, in addition to the health benefits described above, a base annual fee of $85,000 and $2,000 for each Board meeting attended. Mr. Foster, like all elected or reelected outside directors, will receive 1,750 shares of Registrant's common stock if he is reelected at the Registrant's May 28, 2008 annual shareholders' meeting. Item 9.01 Exhibits 10.59 Letter agreement on Lee B. Foster II's retirement 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: April 22, 2008 /s/ David J. Russo ------------------ David J. Russo Senior Vice President Chief Financial Officer and Treasurer Exhibit Index - ------------- Exhibit Number Description - -------------- ----------- 10.59 Letter agreement on Lee B. Foster II's retirement. EX-10 2 exh1059.txt LBF RETIREMENT PACKAGE Exhibit 10.59 Hand Delivery April 22, 2008 Mr. Lee B. Foster II L.B. Foster Company 415 Holiday Drive Pittsburgh, PA 15220 Dear Lee: This will confirm your decision to retire as an employee of L.B. Foster Company, effective May 27, 2008. Your retirement, of course, affects neither your position as Chairman of the Board nor such fees and other incidents of office as may, from time to time, be approved by the Board. You may, unless and until otherwise determined by the Board, continue to have such office space and secretarial support as are appropriate to fulfill your duties as Chairman. This will further confirm that, commencing May 28, 2008, the Company has agreed to provide to both you and Isabel Foster, your wife, health benefits (consistent with the programs then maintained by the Company for its senior executives) until the earlier of March 31, 2012 or your deaths, at no cost to you or your wife, Isabel Foster. If you are in agreement with the foregoing, please sign both enclosed copies of this letter and return one fully executed agreement to me. Very truly yours, /s/ Stan L. Hasselbusch Stan L. Hasselbusch Agreed to this 22 day of April, 2008, intending to be legally bound. /s/ Lee B. Foster II - -------------------- Lee B. Foster II -----END PRIVACY-ENHANCED MESSAGE-----