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)_______February 25, 2005
TRW Automotive Holdings Corp.
(Exact Name of Registrant as Specified in Its Charter)Delaware
(State or Other Jurisdiction of Incorporation)
| | | |
| 001-31970 | | 81-0597059 |
| | | |
| (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
| 12001 Tech Center Drive, Livonia, Michigan | | 48150 |
| | | |
| (Address of Principal Executive Offices) | | (Zip Code) |
(734) 855-2600
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(Former Name or 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 (seeGeneral 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 FR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENTThe Compensation Committee of the Board of Directors of TRW Automotive Holdings Corp., a Delaware corporation (the “Company”), intends that the forms of restricted stock unit agreements and option agreements filed as exhibits to this Form 8-K will be used for grants of restricted stock units and options to the Company’s Chief Executive Officer and other executive officers and for grants of restricted stock units to the Company’s independent directors, in each case pursuant to the Company’s Amended and Restated 2003 Stock Incentive Plan, which was filed with Amendment No. 5 to the Company’s Registration Statement on Form S-1 on January 26, 2004.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
| | | |
| Exhibit No. | | Description |
| 10.1 | | Form of Chief Executive Officer Option Agreement |
| 10.2 | | Form of other Executive Officer Option Agreement |
| 10.3 | | Form of Chief Executive Officer Restricted Stock Unit Agreement |
| 10.4 | | Form of other Executive Officer Restricted Stock Unit Agreement |
| 10.5 | | Form of Director Restricted Stock Unit Agreement |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TRW AUTOMOTIVE HOLDINGS CORP.
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| Dated: February 25, 2005 | By: | /s/ David L. Bialosky | |
| | | Its Executive Vice President, General | |
| | | Counsel and Secretary | |
| |
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Index to Exhibits
| | | |
| Exhibit No. | Description |
| 10.1 | | Form of Chief Executive Officer Option Agreement |
| 10.2 | | Form of other Executive Officer Option Agreement |
| 10.3 | | Form of Chief Executive Officer Restricted Stock Unit Agreement |
| 10.4 | | Form of other Executive Officer Restricted Stock Unit Agreement |
| 10.5 | | Form of Director Restricted Stock Unit Agreement |
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