-----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, LF5pXGDINX2/PZYiDFah3IuKZ44tS9lfin9BHx+c7gkAl7EJ6SUFye2QVC81DKkR bHk6hFqG2MjRVmqTB4qLzw== 0001275287-06-006599.txt : 20061222 0001275287-06-006599.hdr.sgml : 20061222 20061222153717 ACCESSION NUMBER: 0001275287-06-006599 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061220 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: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AARON RENTS INC CENTRAL INDEX KEY: 0000706688 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 580687630 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13941 FILM NUMBER: 061296986 BUSINESS ADDRESS: STREET 1: 309 E. PACES FERRY ROAD, N.E. STREET 2: (NONE) CITY: ATLANTA STATE: GA ZIP: 30305-2377 BUSINESS PHONE: 404-231-0011 MAIL ADDRESS: STREET 1: 309 E. PACES FERRY ROAD, N.E. STREET 2: (NONE) CITY: ATLANTA STATE: GA ZIP: 30305-2377 8-K 1 ar8349.txt FORM 8-K ================================================================================ 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): December 20, 2006 ---------- AARON RENTS, INC. ------------------------------------------------------ (Exact name of Registrant as Specified in its Charter) Georgia 1-13941 58-0687630 - ------------------------------- ------------ ------------------- (State or other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification No.) 309 E. Paces Ferry Road, N.E. Atlanta, Georgia 30305-2377 ---------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (404) 231-0011 Not Applicable ------------------------------------------------------------- (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. On December 20, 2006, the Compensation Committee of the Board of Directors of Aaron Rents, Inc. (the "Company") met and approved amendments to discounted stock options to purchase common stock granted as deferred compensation in 2004 to certain executives of the Company under the 2001 Aaron Rents, Inc. Stock Option and Incentive Award Plan ("2004 Option Agreement Amendment"). The 2004 Option Agreement Amendment raises the exercise price of each of the stock options to the fair market value of the common stock on the original grant date, adjusted for a 3-for-2 stock dividend that occurred on August 2, 2004 in the case of those stock options with an original grant date that preceded the stock dividend date. The 2004 Option Agreement Amendment also provides that, in order to compensate the grantees for the increase in the exercise price of the stock options, the full original discounted amount will be paid in cash on the applicable 2007 vesting date. Specifically, the Company will make cash payments, computed by multiplying the original number of shares of common stock underlying the stock option by the sum of the difference between the fair market value of the common stock on the original date of grant minus the original exercise price, to R. Charles Loudermilk, Sr., Robert C. Loudermilk, Jr., Gilbert L. Danielson and William K. Butler, Jr. on the vesting dates and in the amounts as follows: (i) May 13, 2007 - - each of Messrs Loudermilk, Sr., Loudermilk, Jr. and Danielson will receive $115,500 and Mr. Butler will receive $231,000; (ii) July 30, 2007 - each of Messrs Loudermilk, Sr., Loudermilk, Jr. and Danielson will receive $128,370 and Mr. Butler will receive $256,740; and (iii) November 1, 2007 - each of Messrs Loudermilk, Sr., Loudermilk, Jr. and Danielson will receive $73,773 and Mr. Butler will receive $147,547. The foregoing summary is qualified in its entirety to the full text of each 2004 Option Agreement Amendment, a copy of the form of which is attached hereto as Exhibit 10(pp). In the event of any conflict between the foregoing summaries and the full text of the agreements, the text of such agreements shall control. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) EXHIBIT NO. DESCRIPTION - ----------- -------------------------------------------------------------- 10(pp) Form of Amendment to 2004 Option Agreement under the 2001 Aaron Rents, Inc. Stock Option and Incentive Award Plan. 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. AARON RENTS, INC. By: /s/ Gilbert L. Danielson ------------------------- Gilbert L. Danielson Executive Vice President, Date: December 22, 2006 Chief Financial Officer EX-10.PP 2 ar8349ex10pp.txt EXHIBIT 10(PP) Exhibit 10(pp) FORM OF AMENDMENT TO OPTION AWARD AGREEMENT UNDER THE AARON RENTS, INC. STOCK OPTION AND INCENTIVE AWARD PLAN. December 20, 2006 [Grantee Name] PERSONAL AND CONFIDENTIAL Dear [Grantee]: Aaron Rents, Inc. (the "Company") previously granted you options to purchase common stock of the Company under the Aaron Rents, Inc. Stock Option and Incentive Award Plan (the "Plan"), which have an exercise price that is less than the fair market value of a share of stock on the grant date (the "Options"). Under recent tax law changes, these discount Options could subject you to an additional 20% income tax unless the Options are amended to comply with Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). The Compensation Committee of the Company has determined it is best to amend these Options to provide that the exercise price shall be increased to equal the fair market value per share on the grant date, adjusted, if applicable, to reflect the Company's 3 for 2 stock split that occurred August 2, 2004. In addition, to compensate you for the increase in the exercise price of the Options, the Company will pay you the original total discount amount in cash on the Vesting Date (as listed below) if you remain employed until the Vesting Date or if you die or terminate employment due to Retirement (as defined in the Plan) prior to the Vesting Date. If you terminate employment prior to the Vesting Date for any reason other than death or Retirement, you will have no right to receive the cash discount amount. The table below lists for each Option grant: the grant date, the original number of shares subject to each grant, the original exercise price, the fair market value of a share of stock on the grant date, the adjusted number of shares (adjusted, if applicable, to reflect the Company's 3 for 2 stock split), the amended, adjusted exercise price (which equals the fair market value on the grant date, adjusted, if applicable, to reflect the Company's 3 for 2 stock split), the total discount amount that will be paid to you in cash on the Vesting Date, and the Vesting Date.
Original Original FMV on Adjusted Amended Vesting Grant # of Exercise Grant # of Exercise Total Date Date Shares Price Date Shares Price Discount (Payment Date) - ---------- ---------- --------- ------- -------- --------- -------- -------------- 5/13/2004 ______ $ 20.45 $ 28.15 ______ $ 18.7667 $ ______ 5/13/2007 7/30/2004 ______ $ 20.45 $ 32.12 ______ $ 21.4133 $ ______ 7/30/2007 11/1/2004 ______ $ 13.633 $ 21.44 ______ $ 21.44 $ ______ 11/1/2007
This amendment is intended to comply with Section 409A and the guidance issued thereunder, including Notice 2005-1, the proposed regulations under Section 409A that were published October 4, 2005, and Notice 2006-79. It is intended that the Options, as hereby amended, will be exempt from Section 409A and that the cash payment of the original discount amount will comply with the requirements of Section 409A. The Options may be further amended if required to meet the requirements of Code Section 409A including any final regulations issued thereunder. Please sign below to indicate your consent to the amendment of your Options as described in this letter agreement. Sincerely, Gilbert L. Danielson Executive Vice President and CFO I hereby agree to the amendment of the Options listed above to eliminate the original discount by increasing the exercise prices as detailed above. I understand that if I remain employed until the applicable Vesting Date (or if I die or terminate employment due to Retirement prior to the Vesting Date), the Company will pay me the total original discount in a lump sum payment, subject to applicable withholding for taxes, on such Vesting Date. Except as hereby amended, the Options shall continue in accordance with their terms. GRANTEE ----------------------- [Grantee Name] -----END PRIVACY-ENHANCED MESSAGE-----