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) August 22, 2005
LESCO, INC.
(Exact name of registrant as specified in its charter)
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| Ohio | | 0-13147 | | 34-0904517 |
| | | | | |
(State or other jurisdiction
of incorporation) | | (Commission File
Number) | | (IRS Employer
Identification No.) |
| | | |
| 1301 E. 9thStreet, Suite 1300, Cleveland, Ohio | | 44114 |
| | | |
| (Address of principle executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (216) 706-9250
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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
On August 22, 2005, the Company entered into a Stock Option Agreement with Charles H. Denny, Senior Vice-President of Sales and Store Operations, pursuant to which the Company granted Mr. Denny an option to purchase one hundred thousand (100,000) common shares of the Company as an inducement to accept employment with the Company (the “Option”). The Option was granted without stockholder approval pursuant to NASDAQ Marketplace Rule 4350(i)(1)(A)(iv).
The Option has an exercise price of $14.115, which represents the average of the high and low selling prices of the Company’s common shares on Mr. Denny’s date of hire. The Option will vest as follows: 33,333 shares on August 8, 2006; 33,333 shares on August 8, 2007; and 33,334 shares on August 8, 2008. The Option has a term of ten (10) years and will be forfeited if not exercised before expiration of the term. If Mr. Denny’s employment with the Company is terminated for any reason, the Option will be forfeited if not exercised within three (3) months of his last day worked.
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.
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| | | | | LESCO, INC.
(Registrant)
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| Date: August 22, 2005 | | By: | | /s/ Jeffrey L. Rutherford |
| | | | | |
| | | | | Jeffrey L. Rutherford
Senior Vice President, Chief
Financial Officer, Treasurer and
Secretary |
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