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 2, 2005
Alliant Techsystems Inc.
(Exact name of Registrant as Specified in Its Charter)
Commission file number 1-10582
Delaware |
| 41-1672694 |
(State or other jurisdiction of incorporation) |
| (I.R.S. Employer Identification No.) |
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5050 Lincoln Drive |
| 55436-1097 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (952) 351-3000
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On August 2, 2005, the stockholders of Alliant Techsystems Inc. (“ATK”) approved the Alliant Techsystems Inc. 2005 Stock Incentive Plan (the “2005 Plan”). The 2005 Plan provides for the grant of stock-based awards to employees, officers and non-employee directors of ATK as determined by the Personnel and Compensation Committee of ATK’s Board of Directors. The 2005 Plan is attached to this report as Exhibit 10.1.
Effective upon stockholder approval of the 2005 Plan, the Personnel and Compensation Committee granted performance awards to the named executive officers identified in the table below pursuant to the 2005 Plan. These officers had previously been granted performance shares under the Amended and Restated Alliant Techsystems Inc. 1990 Equity Incentive Plan, but the officers forfeited the performance shares, and ATK cancelled the performance shares, because the awards were not qualified as “performance-based compensation” within the meaning of Section 162(m) of the Internal Revenue Code. The new awards under the 2005 Plan have the same terms and conditions as the cancelled awards, except that it is expected that any payout of the awards granted under the 2005 Plan would qualify for deductibility under Section 162(m) of the Internal Revenue Code. The actual number of shares to be received by these officers depends on the achievement by ATK of the specified earnings per share goal for fiscal year 2007 and other terms established by the Committee. The form of Performance Award Agreement is attached to this report as Exhibit 10.2.
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| Number of Shares Subject to Award |
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Name and Position |
| Threshold |
| Target |
| Outstanding |
| Stretch |
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Daniel J. Murphy |
| 22,500 |
| 45,000 |
| 90,000 |
| 112,500 |
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Eric S. Rangen |
| 6,000 |
| 12,000 |
| 24,000 |
| 30,000 |
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Mark W. DeYoung |
| 6,000 |
| 12,000 |
| 24,000 |
| 30,000 |
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Thomas R. Wilson |
| 4,500 |
| 9,000 |
| 18,000 |
| 22,500 |
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) On August 2, 2005, Jonathan G. Guss retired from ATK’s Board of Directors upon the expiration of his term as a director.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. | Description | |
10.1 |
| Alliant Techsystems Inc. 2005 Stock Incentive Plan. |
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10.2 |
| Form of Performance Award Agreement under the Alliant Techsystems Inc. 2005 Stock Incentive Plan. |
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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.
| ALLIANT TECHSYSTEMS INC. | |||
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Date: August 3, 2005 | By: | /s/ Keith D. Ross |
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| Name: | Keith D. Ross | |
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| Title: | Senior Vice President, General Counsel | |
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| and Secretary | |
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