-----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, UlrqN+7cLOiq7PvPk/P0U5X2a6UiMopNjkb6CMkdutbSs5gt43hy8jPPgQJVA5qz IR3s76vDTVJ8BVL48f561w== 0001157523-05-010999.txt : 20051221 0001157523-05-010999.hdr.sgml : 20051221 20051221163328 ACCESSION NUMBER: 0001157523-05-010999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051221 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051221 DATE AS OF CHANGE: 20051221 FILER: 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: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 051278932 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 8-K 1 a5044910.txt DAYTON SUPERIOR 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 and Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2005 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Ohio 1-11781 31-0676346 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 7777 Washington Village Drive, Dayton, Ohio 45459 (Address of principal executive offices) (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): [ ] 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 1.01 Entry into a Material Definitive Agreement. On December 21, 2005, Dayton Superior Corporation entered into a letter agreement dated as of December 15, 2005 (the "Amendment") with Raymond E. Bartholomae, Vice President, Sales and Marketing, of the Corporation, amending Mr. Bartholomae's employment agreement dated as of August 13, 2003 (the "Employment Agreement"). The Amendment, which is attached as Exhibit 10.1 and hereby is incorporated into this Item 1.01, amends the Employment Agreement to provide that Mr. Bartholomae will be entitled to receive severance payments and benefits under Section 3 of the Employment Agreement if he resigns his employment for "Good Reason," as defined in the Amendment. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following is filed as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K: 10.1 Letter agreement dated as of December 15, 2005 between Dayton Superior Corporation and Raymond E. Bartholomae. 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, thereunto duly authorized. DAYTON SUPERIOR CORPORATION Date: December 21, 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 December 15, 2005 between Dayton Superior Corporation and Raymond E. Bartholomae amending the employment agreement dated as of August 13, 2003 between them. EX-10.1 2 a5044910ex10-1.txt EXHIBIT 10.1 Exhibit 10.1 December 15, 2005 Mr. Raymond E. Bartholomae 28223 Gray Barn Lane Lake Barrington, Illinois 60010 Re: Employment Agreement Amendment ------------------------------ Dear Ray: This Letter Agreement confirms the understanding reached between you and Dayton Superior Corporation, an Ohio corporation (the "Company"), regarding the terms of your employment with the Company. This Letter Agreement constitutes an amendment to that certain Letter Employment Agreement by and between you and the Company dated as of August 13, 2003 (the "Employment Agreement"), which is attached hereto as Exhibit A. 1. You and the Company acknowledge and agree that, notwithstanding anything to the contrary in the Employment Agreement, you shall be entitled to receive severance payments and benefits set forth in Section 3 of the Employment Agreement if your employment with the Company is terminated for "Good Reason" as defined in Section 2, below. 2. You shall have "Good Reason" to resign your employment with the Company if (a) the Company provides that your primary direct reporting responsibility is to any person other than the Company's Chief Executive Officer, (b) your annual base salary is reduced below your current annual base salary of $260,000 or (c) your bonus target opportunity is reduced below your current bonus target opportunity of 50% of base salary; provided, however, that notwithstanding the foregoing you may not resign your employment for Good Reason unless: (y) you provide the Company with at least 30 days prior written notice of your intent to resign for Good Reason (which notice is provided not later than the 30th day following the occurrence of the event constituting Good Reason) and (z) the Company has not remedied the alleged violation(s) within the 30-day period. 3. You and the Company acknowledge and agree that as a condition precedent to your receipt of any severance payments and benefits set forth in Section 3 of the Employment Agreement you shall be required to enter into a waiver and release of claims agreement in the Company's customary form. 4. You and the Company acknowledge and agree that, except as provided by this Letter Agreement, the Employment Agreement shall remain in full force and effect. [signature page follows] Please indicate your acceptance of the terms and provisions of this Letter Agreement by signing both copies of this Letter Agreement and returning one copy to me. The other copy is for your files. By signing below, you acknowledge and agree that you have carefully read this Letter Agreement in its entirety; fully understand and agree to its terms and provisions; and intend and agree that it be final and legally binding on you and the Company. This Letter Agreement shall be governed and construed under the internal laws of the State of Ohio and may be executed in several counterparts. Very truly yours, By: /s/ Eric R. Zimmerman Eric R. Zimmerman President and Chief Executive Officer Agreed and Accepted: /s/ Raymond E. Bartholomae Raymond E. Bartholomae -----END PRIVACY-ENHANCED MESSAGE-----