UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 16, 2004
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INTERMAGNETICS GENERAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 001-11344 14-1537454
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
450 OLD NISKAYUNA ROAD
LATHAM, NEW YORK 12110
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (518) 782-1122
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(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 November 16, 2004, the shareholders of Intermagnetics General
Corporation (the "Company") approved an amendment to the Company's 2000 Stock
Option and Stock Award Plan (the "Plan") to (i) increase the number of common
shares, par value $0.10 per share, of the Company authorized for issuance under
the Plan by an additional 1,500,000 shares, which will be used for
performance-based stock awards granted on or after November 16, 2004, (ii)
provide that the Compensation Committee or the Board may not reprice options
unless the shareholders provide prior approval, (iii) provide that the new
wholly owned Delaware corporation into which the Company will merge in
connection with the reincorporation of the Company from New York to Delaware,
will assume the Plan, (iv) provide a 750,000 share limit on the number of stock
awards that may be issued to an individual during a year as performance-based
compensation under section 162(m) of the Internal Revenue Code, and (v) remove
the automatic option grant provisions applicable to directors. The Plan, as
amended, is being filed pursuant to this Item 1.01 as Exhibit 10.1 to this
Current Report on Form 8-K.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
Exhibit No. Description
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10.1 Intermagnetics General Corporation 2000 Stock Option and
Stock Award Plan (as Amended and Restated as of
November 16, 2004)
Signature
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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.
INTERMAGNETICS GENERAL CORPORATION
By:
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Michael K. Burke
Executive Vice President and
Chief Financial Officer
Dated: November __, 2004
Index to Exhibits
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Exhibit No. Description
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10.1 Intermagnetics General Corporation 2000 Stock Option and
Stock Award Plan (as Amended and Restated as of
November 16, 2004)