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) March 14, 2005
----------------
HUBBELL INCORPORATED
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 799-4100
--------------
N/A
- --------------------------------------------------------------------------------
(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))
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
Continuity Agreements
- ---------------------
On March 14, 2005, Hubbell Incorporated ("Hubbell") entered into agreements (the
"Continuity Agreements") with the executive employees listed below (the
"Executives"). The Continuity Agreements provide severance benefits in the event
of a termination of employment in the circumstances described below following
certain "Change in Control" events, as defined in the Continuity Agreements. The
Executives, listed along with their positions, are:
o Timothy H. Powers - Chairman of the Board, President, and Chief Executive
Officer
o Gregory F. Covino - Corporate Controller and Interim Chief
Financial Officer
o Scott H. Muse - Group Vice President
o Thomas P. Smith - Group Vice President
Each Continuity Agreement provides for an initial term of one year from the date
it was executed. After the initial one-year period, the Continuity Agreements
automatically extend for additional one-year periods unless notice is given to
the contrary by Hubbell at least 180 days prior to the renewal date. Unless
previously terminated as described above, in the event of any Change in Control,
each Continuity Agreement will remain in effect until the second anniversary
thereof.
Messrs. Covino, Muse and Smith did not previously have Continuity Agreements
with Hubbell. Mr. Powers' agreement is an Amended and Restated Continuity
Agreement, superseding his Continuity Agreement entered into as of December 27,
1999.
Severance benefits under the Continuity Agreements become payable in the event
that, following (or, in certain circumstances, in anticipation of) a Change in
Control, the Executive's employment is terminated without "cause" or the
Executive terminates employment for "good reason," as such terms are defined in
the Continuity Agreements. The benefits payable under the Continuity Agreements
generally include (i) a lump sum amount equal to three times (for Mr. Covino,
two times) the Executive's annual base salary and annual bonus (as calculated
under the Continuity Agreements), (ii) a pro-rated portion of the Executive's
annual target bonus for the year in which termination occurs, (iii) enhanced
benefits under Hubbell's Supplemental Executive Retirement Plan, (iv)
outplacement services at a cost to Hubbell not exceeding 15% of the Executive's
annual base salary, (v) medical, dental, vision and life insurance coverage
under Hubbell's Key Man Supplemental Medical Plan (if covered thereby) or for up
to 36 months (for Mr. Covino, up to 24 months) after termination, and (vi) all
other accrued or vested benefits to which the Executive is entitled under
benefit plans in which the Executive is participating (offset by any
corresponding benefits under the Continuity Agreements). In addition, the
Executive is entitled to a gross-up payment from Hubbell to cover any excise
taxes (and any income taxes on the gross-up amount) imposed on these severance
payments and benefits as a result of their being paid and provided in connection
with a Change in Control, unless the total value of such payments and benefits
is less than $50,000 higher than the greatest amount which could be paid without
being subject to excise taxes (in which event such payments and benefits will be
reduced by the amount of the excess).
The foregoing summary of the terms of the Continuity Agreements is qualified in
its entirety by the full text of the Continuity Agreements which are attached
hereto as Exhibits 10.1 to 10.4 and are incorporated by reference.
In addition, effective as of March 14, 2005, Hubbell entered into amendments to
existing continuity agreements (the "Existing Agreements") with the following
executive employees, to conform their Existing Agreements with the terms of the
Continuity Agreements entered into as of March 14, 2005:
o Richard W. Davies - Vice President, General Counsel, and Secretary
o W. Robert Murphy - Senior Group Vice President
o James H. Biggart - Vice President and Treasurer
o Gary N. Amato - Vice President
The Existing Agreements, all of which were entered into as of December 27, 1999
and filed as exhibits to Hubbell's Annual Report on Form 10-K for 1999 or 2002,
were amended (i) to delete a provision that provided for the continuation of
certain perquisites following a
termination of employment in connection with a change in control of Hubbell;
(ii) to revise the definition of "good reason"; and (iii) to delete a provision
that provided for Hubbell to advance funds to the executive employee
interest-free to cover his payment of certain excise taxes in certain
circumstances. Mr. Murphy's and Mr. Amato's Existing Agreements were also
amended to revise the computation of the benefit under Hubbell's Supplemental
Executive Retirement Plan.
The foregoing summary of the terms of the amendments to the Existing Agreements
is qualified in its entirety by the full text of the amendments which are
attached hereto as Exhibits 10.5 to 10.8 and are incorporated by reference.
Trust Agreements
- ----------------
In addition, on March 14, 2005, Hubbell entered into two grantor trust
agreements (the "Trust Agreements"), as described further below, with the Bank
of New York, as trustee. One grantor trust is to be used in connection with
compensation plans and arrangements for the benefit of members of Hubbell's
senior management, and the other in connection with plans and arrangements for
the benefit of non-employee members of the Board.
The purpose of the Trust Agreements is to establish trust funds to aid Hubbell
in meeting its obligations to make payments of benefits to participants and
their beneficiaries under certain nonqualified retirement and other deferred
compensation plans and arrangements of Hubbell, and to ensure that such
obligations are met after a Change of Control (as defined in the Trust
Agreements).
The trust funds under the Trust Agreements each will be initially funded with
$1,000. Hubbell may not contribute securities issued by Hubbell or any
Affiliate, generally defined as any person, corporation or other entity which is
a subsidiary or affiliate of Hubbell or its successor or which owns 20% or more
of Hubbell's voting securities. Hubbell can at any time substitute cash or
readily marketable securities of equivalent value (other than securities issued
by Hubbell or any Affiliate) for the assets then in the trust fund. Prior to a
Change of Control, the trustee will invest and reinvest the trust fund in
accordance with written investment directions from Hubbell. On and after the
occurrence of a Change of Control, and earlier if there are no investment
directions then in effect, the trustee must invest and reinvest the trust fund
in short-term investments, including, without limitation, government
obligations, highly rated commercial paper, time or savings deposits and
certificates of deposit. Each Trust Agreement is initially revocable, but will
become irrevocable upon a Change of Control.
The assets of the trust funds under the Trust Agreements will be subject to the
claims of Hubbell's creditors in the event of Hubbell's insolvency. In the event
of certain evidence or allegations by creditors that Hubbell has become
insolvent, the trustee must discontinue payment of benefits under the Trust
Agreements, hold the trust fund for the benefit of Hubbell's creditors, and
resume payment of benefits only upon receipt of confirmation that Hubbell is not
(or is no longer) insolvent. Each Trust Agreement provides that after all of the
benefits under the relevant plans have been paid in full, the trust would
terminate and, after the payment of any unpaid expenses, the assets of the trust
fund (if any) would revert to Hubbell.
The foregoing summary of the terms of the Trust Agreements is qualified in its
entirety by the full text of the Trust Agreements which are attached hereto as
Exhibits 10.9 and 10.10 and are incorporated by reference.
Item 1.02 Termination of a Material Definitive Agreement.
Employment Agreement
- --------------------
Prior to the April 2002 acquisition of the LCA Group Inc. ("LCA") by Hubbell,
Mr. Muse entered into an Employment Agreement, dated as of April 1, 2000 (the
"Employment Agreement"), with Progress Lighting, Inc., a subsidiary of LCA.
Under the terms of the Employment Agreement, upon Hubbell's acquisition of LCA,
Hubbell assumed the obligations under the Employment Agreement. The Employment
Agreement was terminated, effective as of March 14, 2005, in connection with the
entry by Hubbell and Mr. Muse into his Continuity Agreement described above.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Document Description
----------- --------------------
10.1 Amended and Restated Continuity Agreement, dated
as of March 14, 2005, between Hubbell Incorporated
and Timothy H. Powers
10.2 Continuity Agreement, dated as of March 14, 2005,
between Hubbell Incorporated and Gregory F. Covino
10.3 Continuity Agreement, dated as of March 14, 2005,
between Hubbell Incorporated and Scott H. Muse
10.4 Continuity Agreement, dated as of March 14, 2005,
between Hubbell Incorporated and Thomas P. Smith
10.5 Amendment, dated as of March 14, 2005, to
Continuity Agreement, dated as of December 27,
1999, between Hubbell Incorporated and Richard W.
Davies
10.6 Amendment, dated as of March 14, 2005, to
Continuity Agreement, dated as of December 27,
1999, between Hubbell Incorporated and W. Robert
Murphy
10.7 Amendment, dated as of March 14, 2005, to
Continuity Agreement, dated as of December 27,
1999, between Hubbell Incorporated and James H.
Biggart
10.8 Amendment, dated as of March 14, 2005, to
Continuity Agreement, dated as of December 27,
1999, between Hubbell Incorporated and Gary N.
Amato
10.9 Grantor Trust For Senior Management Plans Trust
Agreement, dated as of March 14, 2005, between
Hubbell Incorporated and The Bank of New York, as
Trustee
10.10 Grantor Trust For Non-Employee Director Plans
Trust Agreement, dated as of March 14, 2005,
between Hubbell Incorporated and The Bank of New
York, as Trustee
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.
HUBBELL INCORPORATED
--------------------------------------
(Registrant)
Date March 15, 2005
----------------
/s/ Richard W. Davies
--------------------------------------
(Signature)*
Name: Richard W. Davies
Title: Vice President, General Counsel
and Secretary
*Print name and title of the signing officer under his signature.
EXHIBIT INDEX
Exhibit No. Document Description
----------- --------------------
10.1 Amended and Restated Continuity Agreement, dated as of March
14, 2005, between Hubbell Incorporated and Timothy H. Powers
10.2 Continuity Agreement, dated as of March 14, 2005, between
Hubbell Incorporated and Gregory F. Covino
10.3 Continuity Agreement, dated as of March 14, 2005, between
Hubbell Incorporated and Scott H. Muse
10.4 Continuity Agreement, dated as of March 14, 2005, between
Hubbell Incorporated and Thomas P. Smith
10.5 Amendment, dated as of March 14, 2005, to Continuity
Agreement, dated as of December 27, 1999, between Hubbell
Incorporated and Richard W. Davies
10.6 Amendment, dated as of March 14, 2005, to Continuity
Agreement, dated as of December 27, 1999, between Hubbell
Incorporated and W. Robert Murphy
10.7 Amendment, dated as of March 14, 2005, to Continuity
Agreement, dated as of December 27, 1999, between Hubbell
Incorporated and James H. Biggart
10.8 Amendment, dated as of March 14, 2005, to Continuity
Agreement, dated as of December 27, 1999, between Hubbell
Incorporated and Gary N. Amato
10.9 Grantor Trust For Senior Management Plans Trust Agreement,
dated as of March 14, 2005, between Hubbell Incorporated and
The Bank of New York, as Trustee
10.10 Grantor Trust For Non-Employee Director Plans Trust
Agreement, dated as of March 14, 2005, between Hubbell
Incorporated and The Bank of New York, as Trustee