-----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, HaxzaJllkNeh1FIcnQtEhJwITuBARQIQUQiCgJh+TJ6A/tDarZ+r4w7TTEPOSX1w fX6rXNoTsFGSIxIvrfXQCQ== 0000950152-08-004344.txt : 20080530 0000950152-08-004344.hdr.sgml : 20080530 20080530170030 ACCESSION NUMBER: 0000950152-08-004344 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080529 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAHAM CORP CENTRAL INDEX KEY: 0000716314 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560] IRS NUMBER: 161194720 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08462 FILM NUMBER: 08871390 BUSINESS ADDRESS: STREET 1: 20 FLORENCE AVE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14020 BUSINESS PHONE: 5853432216 MAIL ADDRESS: STREET 1: 20 FLORENCE AVENUE STREET 2: POST OFFICE BOX 719 CITY: BATAVIA STATE: NY ZIP: 14021-0719 8-K 1 l31882ae8vk.htm GRAHAM CORPORATION 8-K Graham Corporation 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):        May 29, 2008               
Graham Corporation
 
(Exact name of Registrant as specified in its charter)
         
Delaware   1-8462   16-1194720
         
(State or other jurisdiction of
incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
20 Florence Avenue, Batavia, New York   14020
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code:        (585) 343-2216               
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:
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))
 
 

 

 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     Stock Option Awards and Restricted Stock Grants. On May 29, 2008, the Compensation Committee of the Board of Directors of Graham Corporation (the “Company”) approved the grant of stock option awards and restricted stock grants in the amounts set forth below to the Company’s executive officers. On the same day, the Compensation Committee approved the grant of stock options in the amounts set forth below to the Company’s directors. All such stock option awards and restricted stock grants were made under the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value (the “Plan”). Each stock option has an exercise price of $61.75 per share (that being that closing price of the Company’s Common Stock on the American Stock Exchange on the date of grant), vests 25% per year over four years and expires ten years from the date of grant. The restricted stock vests 10% on the first anniversary of the date of grant, 20% on the second anniversary of the date of grant, 30% on the third anniversary of the date of grant, and 40% on the fourth anniversary of the date of grant.
     The number of stock options awarded to the Company’s executive officers was determined by multiplying each such officer’s base salary by 20%, and then dividing the product by the per share option value (determined using the Black-Scholes valuation method). The number of stock options awarded to the Company’s Directors, in aggregate, was equal to the number of stock options awarded to the Company’s executive officers.
     The number of shares of restricted stock granted to the Company’s executive officers was determined in accordance with the Company’s Executive Bonus Plan in effect for the fiscal year ended March 31, 2008 (“Fiscal 2008) and based on the achievement by the Company of net income and working capital objectives during Fiscal 2008.
         
        Number of Shares of
Executive Officer Stock Option Grants   Number of Options   Restricted Stock
James R. Lines,
   1,266   832
President and Chief Executive Officer
        
J. Ronald Hansen,
   948   623
Vice President of Finance and Administration
        
and Chief Financial Officer
        
Alan Smith,
   557   366
Vice President of Operations
        
         
Director Stock Option Grants   Number of Options    
Helen H. Berkeley
   462    
Jerald D. Bidlack
   462    
H. Russel Lemcke
   462    
Gerard T. Mazurkiewicz
   462    
James J. Malvaso
   462    
Cornelius S. Van Rees
   462    

 

 

     Executive Officer Bonuses. On May 29, 2008, the Company’s Compensation Committee approved the payment of cash bonuses to each of the Company’s executive officers. Such bonuses were paid in accordance with the Company’s Executive Bonus Plan in effect for Fiscal 2008 and were based on the achievement by the Company during Fiscal 2008 of certain net income and working capital targets as well as the achievement of personal objectives by each executive officer during such year.
             
Executive Officer   Total Bonus      
James R. Lines
   $ 172,574      
President and Chief Executive Officer
            
J. Ronald Hansen,
   $ 92,125  (1)    
Vice President of Finance and Administration and Chief Financial Officer
            
Alan E. Smith,
   $ 63,248  (2)    
Vice President of Operations
            
  (1)   Also includes a special $5,000 bonus related to Mr. Hansen’s achievements in connection with the implementation of Sarbanes-Oxley internal controls.
 
  (2)   Also includes a special $12,064 bonus in recognition of Mr. Smith’s efforts to improve the Company’s operating performance.

 

 

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.
         
  Graham Corporation
 		  
Date: May 29, 2008  By:   /s/ J. Ronald Hansen    
    J. Ronald Hansen   
    Vice President — Finance & Administration and
Chief Financial Officer 		  
 

 

-----END PRIVACY-ENHANCED MESSAGE-----