-----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, DdZHq4cZf/JVTrDYcsMjMGrcRbDK1G/vWcQw91bt0RmDZx6mf78+DDNSj8n7kdOS GovzTFRx0VtYRKGboiwcAw== 0001072613-09-000006.txt : 20090102 0001072613-09-000006.hdr.sgml : 20090101 20090102141548 ACCESSION NUMBER: 0001072613-09-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081229 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20090102 DATE AS OF CHANGE: 20090102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHNITZER STEEL INDUSTRIES INC CENTRAL INDEX KEY: 0000912603 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 930341923 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22496 FILM NUMBER: 09501116 BUSINESS ADDRESS: STREET 1: 3200 NW YEON AVE STREET 2: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210-0047 BUSINESS PHONE: 5032249900 MAIL ADDRESS: STREET 1: P O BOX 10047 CITY: PORTLAND STATE: OR ZIP: 97210 8-K 1 form8-k_16238.htm FORM 8-K DATED DECEMBER 29, 2008 www.eXFILE.com 888-775-4789
 
 
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 EXCHANGE ACT of 1934
 
Date of report (Date of earliest event reported):  December 29, 2008

 
SCHNITZER STEEL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 

OREGON
(State or Other Jurisdiction
of Incorporation)
0-22496
(Commission File Number)
93-0341923
(I.R.S. Employer
Identification No.)
 
 
3200 N.W. Yeon Ave.
P.O. Box 10047
Portland, OR
(Address of Principal Executive Offices)
 
 
97296-0047
(Zip Code)

Registrant’s Telephone Number Including Area Code:  (503) 224-9900
 
 
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))
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
In connection with the expected departure in January 2009 of Gregory Witherspoon, Vice President of Special Projects,  on December 29, 2008 the Compensation Committee of the Board of Directors of the Company approved modification of the terms of certain restricted stock units (RSUs) and stock options held by Mr. Witherspoon as follows:

(i) The Compensation Committee approved acceleration of the vesting of RSUs for 2,519 shares of Class A Common Stock that were scheduled to vest on June 1, 2009 so that the RSUs became vested following Mr. Witherspoon’s termination of employment.

(ii) The Compensation Committee approved acceleration of the vesting of options to purchase 2,055 shares of Class A Common Stock (with an exercise price of $34.46 per share) that were scheduled to vest on June 1, 2009 so that the options became vested following Mr. Witherspoon’s termination of employment.

(iii) The Compensation Committee approved an extension of  the period following termination of employment for the exercise of currently vested options to purchase 5,166 shares of Class A Common Stock (with an exercise price of $34.46 per share) and the options to purchase the 2,055 shares that will become vested pursuant to paragraph (ii) above.  Prior to the modification vested options could be exercised until 90 days after the date of termination of employment.  As modified, the vested options will be exercisable until June 1, 2011.

Mr. Witherspoon will also receive a cash severance payment in the amount of $38,462.  Payment of the cash severance and modification of the RSUs and options are subject to Mr. Witherspoon’s execution of a separation and release agreement.



SIGNATURE

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 hereunto duly authorized.
 
 
 
 
 
SCHNITZER STEEL INDUSTRIES, INC.
(Registrant)
  
       
Dated:    January 2, 2009
By:
/s/ RICHARD C. JOSEPHSON
  
   
Name:  Richard C. Josephson
  
   
Title:    Senior Vice President
  
       

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