-----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, JdG6OxNBkhFe3V2+p240ZbjfRgbza9q26W7p2+TWQIqxLf7VpDsVaA9eUVX8Z//y 7aKxy/3LhxhJ2xfiM8W5qQ== 0001104659-06-082557.txt : 20061219 0001104659-06-082557.hdr.sgml : 20061219 20061219180941 ACCESSION NUMBER: 0001104659-06-082557 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061219 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Puisis Edward CENTRAL INDEX KEY: 0001383764 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 061287684 BUSINESS ADDRESS: BUSINESS PHONE: 937-428-7170 MAIL ADDRESS: STREET 1: 7777 WASHINGTON DRIVE CITY: DAYTON STATE: OH ZIP: 45459 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DAYTON SUPERIOR CORP CENTRAL INDEX KEY: 0000854709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL PIPE & TUBES [3317] IRS NUMBER: 310676346 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 BUSINESS PHONE: 9374287172 MAIL ADDRESS: STREET 1: 7777 WASHINGTON VILLAGE DRIVE STREET 2: SUITE 130 CITY: DAYTON STATE: OH ZIP: 45459 3 1 a3.xml 3 X0202 3 2006-12-19 0 0000854709 DAYTON SUPERIOR CORP DSUP 0001383764 Puisis Edward C/O DAYTON SUPERIOR CORPORATION 7777 WASHINGTON VILLAGE DRIVE, SUITE 130 DAYTON OH 45459 0 1 0 0 EVP & Chief Financial Officer Common Stock 256173 D Employee Stock Options (right to buy) 11.0737 2013-08-11 Common Stock 119202 D Includes 251,491 common shares that are restricted pursuant to a restricted stock agreement between Dayton Superior Corporation (the "Company") and Mr. Puisis. Under the restricted stock agreement, following an initial public offering of the Company's equity securities, the grant will vest, and the restrictions on the shares of common stock will lapse, with respect to four equal installments of 25% of the shares of common stock subject thereto on December 31 of the year in which such initial public offering occurs and each of the next three years, subject to the satisfaction of certain additional vesting conditions. Pursuant to a voting agreement among Mr. Puisis, Odyssey Investment Partners Fund, LP and certain of its affiliates ("Odyssey") and certain other executive officers of the Company, Odyssey has the right to vote these shares. The option is vested and exercisable with respect to 25% of the common shares subject thereto. The remaining 75% of the common shares subject to the option will become vested and exercisable on August 11, 2012, subject to accelerated vesting (i) if certain annual performance targets are achieved, (ii) upon a change in control of the Company, subject to the satisfaction of certain additional performance conditions, or (iii) at the discretion of the Company's board of directors. Executive Vice President and Chief Financial Officer - Dayton Superior Corporation. Exhibit 24 - Power of Attorney. /s/ Thomas W. Roehrig, Attorney-in-fact for Edward J. Puisis 2006-12-19 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Thomas W. Roehrig, Vice President and Secretary of Dayton Superior Corporation, a Delaware corporation (the “Company”), as the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of the Company, Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in the attorney-in-fact’s discretion.

 

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of December, 2006.

 

 

 

 

/s/ EDWARD J. PUISIS

 

 

By: Edward J. Puisis

 

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