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): January 30, 2008
----------------
Portec Rail Products, Inc.
--------------------------
(Exact Name of Registrant as Specified in its Charter)
West Virginia 0-50543 55-0755271
- ----------------------------- ----------- ------------------
(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
900 Old Freeport Road, Pittsburgh, Pennsylvania. 15238
- ------------------------------------------------ -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (412) 782-6000
--------------
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 (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 240.14d-2(b))
[ ] 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 January 30, 2008, Portec Rail Products, Inc. (the "Registrant")
granted stock options to the following "Named Executive Officers" (as defined by
Item 402(a)(3) of Securities and Exchange Commission Regulation S-K) pursuant to
the Registrant's 2006 Stock Option Plan. Options have an exercise price of $9.68
and vest equally over 5 years. The forms of award documents are incorporated by
reference to Exhibit 10.1 of the Current Report of Form 8-K as filed with the
SEC on January 18, 2007.
Name Title Stock Options
- ------------------------ -------------------------------------- -------------
Richard J. Jarosinski President and Chief Executive Officer 5,000
Konstantinos Papazoglou Executive Vice President and Chief 5,000
Operating Officer
John N. Pesarsick Chief Financial Officer 5,000
Item 9.01 Financial Statements and Exhibits
---------------------------------
(a) Financial statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Shell company transactions: Not Applicable.
(d) Exhibits.
The following Exhibit is attached as part of this report:
10.1 Form of Portec Rail Products, Inc. 2006 Stock Option
Plan Stock Option Agreement (Employees) (incorporated
by reference to Exhibit 10.1 of the Current Report of
Form 8-K as filed with the SEC on January 18, 2007)
SIGNATURES
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.
PORTEC RAIL PRODUCTS, INC.
DATE: February 1, 2008 By: /s/ John N. Pesarsick
--------------------------
John N. Pesarsick
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1 Form of Portec Rail Products, Inc. 2006 Stock Option
Plan Stock Option Agreement (Employees) (incorporated
by reference to Exhibit 10.1 of the Current Report of
Form 8-K as filed with the SEC on January 18, 2007)