-----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, IqyrP3ORr9gXTD0DO9iNxDvX1MLQ2J3V4sDJrCf8tTxViQsu8HV+ajzRrseHJKl8 zX91xFELE/wHOROd+BrdtA== 0001157523-07-005697.txt : 20070530 0001157523-07-005697.hdr.sgml : 20070530 20070530135922 ACCESSION NUMBER: 0001157523-07-005697 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070524 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: 20070530 DATE AS OF CHANGE: 20070530 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: 07886724 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 a5414847.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): May 24, 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 May 24, 2007, the shareholders of Dayton Superior Corporation approved the Fifth Amendment to the Dayton Superior Corporation 2000 Stock Option Plan, as amended. The Fifth Amendment (a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference) provides that stock options may be granted under the plan to directors of the Corporation and independent contractors. Prior to the amendment, the plan only permitted stock options to be granted to directors of the Corporation. The Fifth Amendment has been adopted by the Board of Directors of the Company on April 18, 2007, subject to stockholder approval. 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 Fifth Amendment to Dayton Superior Corporation 2000 Stock Option 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: May 30, 2007 By: /s/ Edward J. Puisis ----------------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 10.1 Fifth Amendment to Dayton Superior Corporation 2000 Stock Option Plan EX-10.1 2 a5414847ex10_1.txt EXHIBIT 10.1 EXHIBIT 10.1 ------------ FIFTH AMENDMENT to THE 2000 STOCK OPTION PLAN of DAYTON SUPERIOR CORPORATION --------------------------- Dayton Superior Corporation, a Delaware corporation (the "Company") hereby amends The 2000 Stock Option Plan of Dayton Superior Corporation, as amended (the "Plan"), effective as of April 18, 2007, as follows: Section 1. Amendment to Section 4.1 of the Plan. Section 4.1 of the Plan hereby is amended in its entirety to read as follows: 4.1 Eligibility. Any Employee, Director or Consultant selected by the Committee pursuant to Section 4.4 shall be eligible to be granted an Option. Section 2. Amendment to Section 4.4 of the Plan. Section 4.4 of the Plan hereby is amended to read as follows: 4.4 Granting of Options to Employees, Directors and Consultants. (a) The Committee shall from time to time, in its discretion, and subject to applicable limitations of the Plan: (i) select from among the Employees, Directors and Consultants (including Employees, Directors and Consultants who have previously received Options under the Plan) such of them as in its opinion should be granted Options; and (ii) subject to the Award Limit, determine the number of shares to be subject to such Options granted to the selected Employees, Directors and Consultants. (b) Upon the selection of an Employee, Director or Consultant to be granted an Option pursuant to subsection (a) above, the Committee shall: (i) subject to Section 4.3, determine whether such Options are to be Incentive Stock Options or Non-Qualified Options and whether such Options are to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code; (ii) determine the terms and conditions of such Options, consistent with the Plan; provided, however, that the terms and conditions of Options intended to qualify as performance-based compensation as described in Section 162(m)(4)(C) of the Code shall include, but not be limited to, such terms and conditions as may be necessary to meet the applicable provisions of Section 162(m) of the Code; and (iii) instruct the Secretary of the Company to issue the Option. (c) Any Incentive Stock Option granted under the Plan may be modified by the Committee, with the consent of the Optionee, to disqualify such Option from treatment as an "incentive stock option" under Section 422 of the Code. Section 3. Amendment to Section 5.3(b) of the Plan. Section 5.3(b) of the Plan hereby is amended in its entirety to read as follows: (b) No portion of an Option which is unexercisable at Termination of Employment, Termination of Consulting or termination of service as a Director, as applicable, shall thereafter become exercisable, except as may be otherwise provided either in the Stock Option Agreement or by action of the Committee. Section 4. Approval of Stockholders. This Fifth Amendment shall be submitted to the stockholders of the Company for approval within 12 months after this Fifth Amendment is adopted by the Board of Directors of the Company. Options (as defined in the Plan) may be granted to Directors (as defined in the Plan) pursuant to the authority granted by this Fifth Amendment prior to approval of the Plan by the stockholders of the Company so long as any such Option provides that: (i) it may not be exercised until such stockholder approval is obtained, and (ii) it will be forfeited and become null and void if this Fifth Amendment is either rejected by the stockholders or not approved by the stockholders within 12 months after its adoption by the Board of Directors. Section 5. No Other Amendments. Except as expressly set forth above, the Plan is not hereby modified or amended and shall remain in full force an effect accordance with its terms. IN WITNESS WHEREOF, the undersigned has executed this Fifth Amendment as of the date first set forth above. DAYTON SUPERIOR CORPORATION By: /s/ Edward J. Puisis ----------------------------------------- Edward J. Puisis Executive Vice President and Chief Financial Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----