-----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, BKXu2OiU7lUSIQ9cfX9VUerJeFYLACMVGyInWyJgSXa+nOVuBCz/KxxQ9pFCduah ///XBrxm6j8ePAL/yGzgmw== 0001157523-07-001482.txt : 20070213 0001157523-07-001482.hdr.sgml : 20070213 20070213135950 ACCESSION NUMBER: 0001157523-07-001482 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070207 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: 20070213 DATE AS OF CHANGE: 20070213 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: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11781 FILM NUMBER: 07608154 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 a5333610.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): February 7, 2007 Dayton Superior Corporation (Exact name of Registrant as specified in its charter) Delaware 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 7, 2007, the Compensation Committee of the Board of Directors of Dayton Superior Corporation (the "Company") adopted the 2007 Executive Incentive Plan (the "Plan"), a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference, under which the Compensation Committee may award cash bonuses to certain executives of the Company, including the executive officers of the Company, based on the Company's achievement of specified annual financial targets. At the time it adopted the Plan, the Compensation Committee also approved incentive bonus opportunities under the Plan for each of the executive officers of the Company. Incentive bonuses will be paid only if the Company achieves at least 90% of certain targeted levels of cash flow and earnings before interest and taxes for 2007 that have been approved by the Compensation Committee. If bonuses become payable for 2007, the amount of each executive's bonus will be based on a targeted percentage of his base salary and the Company's level of achievement of each of the performance targets. The proportion of the bonus for each class of officer to be based on each of the two performance measures is specified in the Plan. Item 9.01 Financial Statements and Exhibits (c) Exhibits. The following is furnished as an exhibit to this Form 8-K pursuant to Item 601 of Regulation S-K: 10.1 2007 Executive Incentive 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, thereunto duly authorized. DAYTON SUPERIOR CORPORATION Date: February 13, 2007 By:/s/ Edward J. Puisis ----------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 10.1 2007 Executive Incentive Plan EX-10.1 2 a5333610-ex101.txt EXHIBIT 10.1 Exhibit 10.1 February 7, 2007 2007 EXECUTIVE INCENTIVE PLAN PURPOSE - ------- The 2007 Executive Incentive Plan of Dayton Superior Corporation (the "Company") is established to encourage the achievement of defined operational goals that contribute directly to the profits of the Company and to recognize employees whose performance exceeds normal expectations or requirements for their positions. DEFINITIONS - ----------- - -- Plan means this 2007 Executive Incentive Plan of the Company. - -- Compensation Committee means the Compensation Committee established by the Board of Directors of the Company. - -- Participant means an employee selected to participate in the Plan. - -- Year means a calendar year. ADMINISTRATION - -------------- Participants in the Plan will have a bonus opportunity, which will be a percentage of their base salary. The percentage will vary by position and will reflect the level of responsibility of the individual Participant and will include market-based compensation comparisons. The percentage opportunity will be recommended by the President & Chief Executive Officer, subject to Compensation Committee approval. The Plan will be based upon the achievement of various financial goals approved by the Compensation Committee. The financial goals must be met before any bonuses will be awarded. The Compensation Committee shall make all determinations of the financial targets required for the administration of the Plan. The Compensation Committee may also make such adjustment, including the determination as to which unusual or non-recurring items to include or exclude, as it, in its sole discretion, deems appropriate to properly reflect the Company's financial results. The Compensation Committee must approve all Participants in the Plan and the achievement of the specified financial goals for distribution of awards. ELIGIBILITY & COMPONENT ALLOCATION - ---------------------------------- Plan Participants must be employed with the Company at the time of distribution. If a Plan Participant leaves prior to the payment incentive bonuses, the Participant will forfeit any bonus amount. Payments will be made by March 31st of the year following the Plan year, subject to completion of the annual audit of the Company's financial statements. Eligibility for participation in the Plan will be reviewed each year. For 2007, Plan participation eligibility and allocation are established for the executive group as follows:
------------------------------------------------------------ % of Salary At 100% of Target ------------------------------------------------------------ Chief Executive Executive Vice Vice President Director Officer President - -------------------------------------------------------------------------------- Company EBIT* 60% 45% 30% 20% - -------------------------------------------------------------------------------- Company Cash Flow* 40% 30% 20% 15% - -------------------------------------------------------------------------------- Total 100% 75% 50% 35% - -------------------------------------------------------------------------------- ------------------------------------------------------------ % of Salary Above 100% of Target - -------------------------------------------------------------------------------- For Each $1 Million Company EBIT 10% 7.5% 5% 3.5% Exceeding Target - --------------------------------------------------------------------------------
LIMITATIONS - ----------- The Plan is not to be construed as providing a guaranteed or minimum payment, or as constituting a contract of employment. No rights in the Plan shall be deemed to accrue to any Participant, and no Participant or other person shall, because of the Plan, acquire any right to an accounting or to examine the books or affairs of the Company. The Compensation Committee may at any time terminate the Plan or effect such amendments thereto as it shall deem advisable and in the best interest of the Company; provided, that no such termination or amendment shall affect or impair any rights of such Participant with respect to the year in which such termination or amendment is made. PERFORMANCE MEASURES - -------------------- The threshold for payment is 90% of the target scaled to 100%, using the EBIT and cash flow targets approved by the Compensation Committee. At the 90% threshold, the Plan will pay out at 50% of the target bonus. If the Company does not achieve the threshold, any bonuses paid will be at the sole discretion of the Compensation Committee. For each $1 million of EBIT above target, the Program will pay an additional bonus amount as a % of salary. * As defined by the Compensation Committee -----END PRIVACY-ENHANCED MESSAGE-----