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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 13, 2007
TECUMSEH PRODUCTS COMPANY
(Exact name of registrant as specified in its charter)
MICHIGAN 0-452 38-1093240
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 EAST PATTERSON STREET
TECUMSEH, MICHIGAN 49286
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (517) 423-8411
(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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY AGREEMENTS OF CERTAIN OFFICERS.
As reported in the Form 8-K we filed on August 6, 2007, our employment
agreement with Edwin L. Buker, our new President and Chief Executive Officer,
provided for initial grants of an option to purchase Class A shares having a
Black-Scholes present value as of August 13, 2007 of $1,500,000 and restricted
Class A shares with a market value of $1,500,000 based on the closing price of
Class A shares on August 13, 2007. On August 7, 2007, the Governance,
Compensation, and Nominating Committee of our Board of Directors approved those
initial grants under our new Long-Term Incentive Equity Award Plan, effective as
of August 13, 2007, subject to shareholder approval of the plan. Because the
exercise price of the option and the number of shares to be covered by the
option and the restricted stock grant could not be determined until after the
close of trading on the Nasdaq Stock Market on August 13, 2007, the committee
delegated to our Chief Financial Officer authority to make those determinations
(based on computations to be performed by the committee's compensation
consultant) and to execute the definitive award agreements on our behalf.
Our Class A shares closed at $16.75 on August 13, 2007. Based on this
closing price, Mr. Buker received an option to purchase 180,941 Class A shares
at an exercise price of $16.75 per share and an award of 89,552 restricted Class
A shares. The other terms of the option and restricted stock award are as set
forth in the plan and in the forms of Award Agreement (Option) and Award
Agreement (Restricted Stock) approved by the committee on August 7, copies of
which are filed as exhibits to this report. We currently intend to use those
same forms for any future grants of options or restricted stock under the plan.
On August 7, 2007, the Governance, Compensation, and Nominating Committee
also adopted an amended and restated version of the plan that changed it in two
respects:
- The section requiring options to have an exercise price no lower than
the closing price on the grant date was amended to provide that, for
purposes of applying this requirement to options granted subject to
shareholder approval of the plan, the grant date will be determined
without regard to the requirement for shareholder approval.
- The specific vesting schedule for restricted stock contained in the
original plan was replaced with a provision authorizing the plan
administrator to determine when restricted stock will vest.
We are filing a copy of the amended and restated plan as an exhibit to this
report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed with this report:
Exhibit No. Description
- ----------- -----------
10.1* Form of Award Agreement (Option) under Long-Term Incentive Equity
Award Plan
10.2* Form of Award Agreement (Restricted Stock) under Long-Term
Incentive Equity Award Plan
10.3* Tecumseh Products Company Long-Term Incentive Equity Award Plan
(amended and restated as of August 7, 2007)
* Management contract or compensatory plan, contract, or arrangement
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.
TECUMSEH PRODUCTS COMPANY
Date: August 17, 2007 By /S/ James S. Nicholson
-------------------------------------
James S. Nicholson
Vice President, Treasurer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
10.1* Form of Award Agreement (Option) under Long-Term Incentive Equity
Award Plan
10.2* Form of Award Agreement (Restricted Stock) under Long-Term
Incentive Equity Award Plan
10.3* Tecumseh Products Company Long-Term Incentive Equity Award Plan
(amended and restated as of August 7, 2007)
* Management contract or compensatory plan, contract, or arrangement
-3-