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 Act of 1934
Date of Report (Date of earliest event reported): January 4, 2010
Omega Protein Corporation
(Exact name of registrant as specified in its charter)
| | | | |
Nevada (State or other jurisdiction of incorporation) | | 001-14003 (Commission File Number) | | 76-0562134 (I.R.S. Employer Identification No.) |
| |
2105 CityWest Boulevard Suite 500 Houston, Texas (Address of principal executive offices) | | 77042 (Zip Code) |
(713) 623-0060
(Registrant’s telephone number, including area code)
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 240.14-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 4, 2010, the Company awarded the following grants of non-qualified stock options under the Company’s 2006 Incentive Plan (the “2006 Plan”) to the officers indicated below:
| | | | |
Officer | | Title | | Number of
Options |
| Joseph L. von Rosenberg III | | Chairman of the Board Chief Executive Officer and President | | 400,000 |
| | |
| John D. Held | | Executive Vice President, General Counsel and Secretary | | 200,000 |
| | |
| Dr. Mark E. Griffin | | Vice President – Research and Development | | 125,000 |
| | |
| Joseph E. Kadi | | Senior Vice President – Operations | | 75,000 |
| | |
| Gregory Toups | | Vice President – Controller | | 50,000 |
| | |
| Barton J. Shacklock | | Vice President – Human Resources | | 40,000 |
These stock options vest in one-third increments on each anniversary of the date of grant, have a 10-year life, and have an exercise price of $4.65, the fair market value (as defined in the 2006 Plan) on the date of grant. The form of stock option award is set out in the form of Stock Option Agreement attached hereto as Exhibit 10.1 and incorporated by reference. The awards were approved by the Compensation Committee of the Board of Directors.
| Item 9.01. | Financial Statements and Exhibits |
| | (a) | Financial Statements of Businesses Acquired |
None.
| | (b) | Pro Forma Financial Information |
None.
| | (c) | Shell Company Transactions |
None.
| | 10.1 | Form of Stock Option 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 thereunto duly authorized.
| | |
| | Omega Protein Corporation |
| |
| Dated: January 8, 2010 | | /S/ JOHN D. HELD |
| | John D. Held |
| | Executive Vice President, General Counsel and Secretary |
