8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2005

Dayton Superior Corporation

(Exact name of Registrant as specified in its charter)

Ohio
(State or other jurisdiction of
incorporation or organization) 1-11781
(Commission File
Number) 31-0676346
(IRS Employee
Identification No.)

7777 Washington Village Drive, Dayton Ohio
(Address of principal executive offices) 45459
(Zip code)

937-428-6360
(Registrant’s telephone number including area code)

Not applicable
(Former name and 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):

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))

On March 11, 2005, Dayton Superior Corporation filed a Current Report on Form 8-K to report the appointment of John A. Ciccarelli as interim President and Chief Executive Officer to replace Stephen R. Morrey, who ceased to be President, Chief Executive Officer and director on March 7, 2005. This Amendment is being filed pursuant to Instruction 2 to Item 5.02 of Form 8-K to report certain information that was not available at the time of the filing of the Form 8-K. The text of the Form 8-K, as amended, is as follows:

Item 1.01 Entry into a Material Definitive Agreement.

On April 6, 2005, Dayton Superior Corporation entered into the two letter agreements with John A. Ciccarelli, Chairman of the Board and interim President and Chief Executive Officer of the Company, as described in Item 5.02 below.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Effective March 8, 2005, Dayton Superior Corporation’s Board appointed John A. Ciccarelli as President and Chief Executive Officer of the company on an interim basis, to replace Stephen R. Morrey, who ceased to be President and Chief Executive Officer and a director of the company on March 7, 2005. Mr. Ciccarelli, age 65, also will continue as Chairman of the Board of Directors, a position he has held since 2000. Mr. Ciccarelli has been a director since 1994 and was President and Chief Executive Officer of the company from 1989 until his retirement in 2002. During 2004, Mr. Ciccarelli was a party to an Amended and Restated Employment Agreement dated July 15, 2002, with Dayton Superior Corporation (a copy of which was filed with the Securities and Exchange Commission as Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2002) that expired in accordance with its terms on December 31, 2004.

On April 6, 2005, the company and Mr. Ciccarelli entered into: (i) a letter agreement dated as of March 30, 2005 with respect to Mr. Ciccarelli’s service as Chairman of the Board of the company, and (ii) a letter agreement dated as of March 30, 2005 with respect to Mr. Ciccarelli’s service as interim President and Chief Executive Officer of the company. The two letter agreements are filed as exhibits to this Amendment to Form 8-K and are incorporated herein by this reference.

The letter agreement with respect to Mr. Ciccarelli’s service as Chairman of the Board of the company, which was effective retroactively to January 1, 2005, provides that Mr. Ciccarelli will receive $100,000 annually (pro rated for any partial year) and reimbursement for reasonable and customary business and travel expenses for his services as Chairman of the Board of the company. Mr. Ciccarelli’s compensation under this agreement for 2005 will be paid within 14 days after the end of the year, and his compensation under this agreement in future years will be paid on a quarterly basis. This letter agreement may be terminated by either party at any time, effective 14 days after written notice of such termination is given by the party.

The letter agreement with respect to Mr. Ciccarelli’s service as interim President and Chief Executive Officer of the company, which was effective retroactively to March 8, 2005, provides that Mr. Ciccarelli will receive an annual base salary of $375,000 (pro rated for any partial year) and reimbursement for reasonable and customary business and travel expenses for his services as interim President and Chief Executive Officer of the company. The company also is required to provide Mr. Ciccarelli with a furnished apartment and related utilities (up to a maximum of $2,000 per month). This letter agreement may be terminated by either party at any time by giving written notice to the other party.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following are filed as exhibits to this Form 8-K pursuant to Item 601 of Regulation S-K:

10.1 Letter agreement dated as of March 30, 2005 between Dayton Superior Corporation and John A. Ciccarelli with respect to his service as Chairman of the Board of the Company.

10.2 Letter agreement dated as of March 30, 2005 between Dayton Superior Corporation and John A. Ciccarelli with respect to his service as interim President and Chief Executive Officer of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DAYTON SUPERIOR CORPORATION
Date: April 8, 2005	By:	/s/ Edward J. Puisis
		Edward J. Puisis
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Exhibit
10.1	Letter agreement dated as of March 30, 2005 between Dayton Superior Corporation and John A. Ciccarelli with respect to his service as Chairman of the Board of the Company.
10.2	Letter agreement dated as of March 30, 2005 between Dayton Superior Corporation and John A. Ciccarelli with respect to his service as interim President and Chief Executive Officer of the Company.

EX-10.1

EXHIBIT 10.1

March 30, 2005

Mr. John A. Ciccarelli
9621 Cypress Hammock Circle, #201
Bonita Springs, FL 34135

Dear Chic:

This letter will serve as an Agreement under which you will serve, at the pleasure of the Board of Directors of Dayton Superior Corporation (“DSC”), as Chairman of the Board of DSC. Following are the terms of this arrangement:

1.	You shall serve as Chairman of the Board of DSC until such time as the Board of Directors of DSC gives you written notice that it no longer wishes you to serve in such capacity.
2.	Beginning January 1, 2005, you shall be compensated the sum of $100,000 per year for serving as Chairman of the Board of DSC, such sum payable within fourteen (14) days after the end of calendar year 2005. If you are notified that the Board of Directors no longer wishes you to serve in such capacity at any time other than at the end of a calendar year, your compensation shall be prorated up to the date upon which you cease to serve as Chairman of the Board, and the prorated amount shall be paid to you within fourteen (14) days. Beginning January 1, 2006, the annual compensation of $100,000 shall be paid on a quarterly basis, with $25,000 payable within fourteen (14) days after the end of each calendar quarter during which this Agreement is in effect.
3.	Unless otherwise determined by the Board of Directors of DSC, you shall receive no other Company benefits (such as benefits under the Company’s medical, dental, vision, disability, life insurance, bonus, stock option, 401(k) or retirement plans) during the period in which you are serving as Chairman of the Board of DSC.
4.	The Company shall reimburse you, per normal Company procedures, for all reasonable and customary business and travel expenses incurred by you in your capacity as Chairman of the Board of DSC.
5.	You may relinquish this position at any time, for any reason, by giving written notice to the Board of Directors of DSC, at which time this Agreement shall immediately cease to be effective, and any amounts due you (prorated or

Mr. John A. Ciccarelli
Page 2
March 30, 2005

otherwise) shall be paid to you within fourteen (14) days. Conversely, the Board of Directors of DSC may request that you immediately relinquish this position, or relieve you of the duties and responsibilities of this position at any time, for any reason, by giving written notice to you, at which time this Agreement shall immediately cease to be effective, and any amounts due you (prorated or otherwise) shall be paid to you within fourteen (14) days.

If the terms of this Letter Agreement are acceptable to you, please indicate your acceptance by signing below. We are pleased that you have agreed to remain as our Chairman of the Board and look forward to continuing our relationship.

Sincerely,

/s/ Stephen Berger

Stephen Berger

AGREED:

/s/ John A. Ciccarelli

John A. Ciccarelli

EX-10.2

EXHIBIT 10.2

March 30, 2005

Mr. John A. Ciccarelli
9621 Cypress Hammock Circle, #201
Bonita Springs, FL 34135

Dear Chic:

This letter will serve as an Agreement under which the Board of Directors of Dayton Superior Corporation (“DSC”) is appointing you as Interim President and Chief Executive Officer of DSC. Following are the terms of this arrangement:

1.	Effective March 8, 2005, you shall serve as Interim President and Chief Executive Officer of DSC until such time as the Board of Directors of DSC gives you written notice that it no longer wishes you to serve in such capacity. As Interim President and Chief Executive Officer, you shall carry out and have the customary responsibilities, duties and authority consistent with a chief executive officer position and/or as otherwise assigned to you by the Board of Directors. While serving in such capacity, you shall devote substantially all of your working time and efforts to the business of DSC.
2.	While serving in your position as Interim President and Chief Executive Officer of DSC, you shall be paid an annual base salary of $375,000, payable through normal Company payroll practices.
3.	Unless otherwise determined by the Board of Directors of DSC, you shall receive no other Company benefits (such as benefits under the Company’s medical, dental, vision, disability, life insurance, bonus, stock option, 401(k) or retirement plans) during the period in which you are serving as Interim President and Chief Executive Officer of DSC.
4.	The Company shall provide you with a furnished apartment and related utilities in the Dayton, Ohio area during the period in which you are serving in such position up to a maximum of $2,000 per month. The Company shall also reimburse you, per normal Company procedures, for all reasonable and customary business and travel expenses incurred by you in your capacity as Interim President and Chief Executive Officer of DSC.
5.	You may resign as Interim President and Chief Executive Officer of DSC at any time, for any reason, by giving written notice to the Board of Directors of DSC, at

Mr. John A. Ciccarelli
Page 2
March 30, 2005

which time this Agreement shall immediately cease to be effective. Conversely, the Board of Directors of DSC may request that you immediately relinquish this position, or relieve you of the duties and responsibilities of this position at any time, for any reason, by giving written notice to you, at which time this Agreement shall immediately cease to be effective.

If the terms of this Letter Agreement are acceptable to you, please indicate your acceptance by signing below. We are pleased to have you serve as Dayton Superior’s Interim President and Chief Executive Officer.

Sincerely,

/s/ Stephen Berger

Stephen Berger

AGREED:

/s/ John A. Ciccarelli

John A. Ciccarelli