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): July 7, 2005
LMI AEROSPACE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Missouri
(State or Other Jurisdiction of Incorporation)
0-24293 43-1309065
(Commission File Number) (IRS Employer Identification No.)
3600 Mueller Road, St. Charles, Missouri 63301
(Address of Principal Executive Offices) (Zip Code)
(636) 946-6525
(Registrant's Telephone Number, Including Area Code)
(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
At the Annual Meeting of the shareholders of Registrant held on July 7, 2005
(the "2005 Annual Meeting"), the shareholders of the Registrant approved the LMI
Aerospace, Inc. 2005 Long-Term Incentive Plan (the "2005 Plan"). The 2005 Plan
is an equity-based incentive plan that will allow the Registrant to grant awards
to participants thereunder meeting the requirements of Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). The more salient
provisions of the 2005 Plan are as follows:
Administration of the 2005 Plan. The "2005 Plan is administered by the
Compensation Committee of the Registrant's Board of Directors (the
"Compensation Committee"). The Compensation Committee has the
authority, among other things, to designate those persons to whom
awards are to be granted, to grant awards under the 2005 Plan, to
determine the types of awards to be granted to each participant under
the 2005 Plan and the terms thereof, to construe and interpret the
provisions of the 2005 Plan and any related instrument or agreement and
to take action as it deems necessary or advisable for the
administration of the 2005 Plan.
Number of Authorized Shares. Subject to adjustment to prevent dilution
or enlargement of benefits under certain circumstances, a total of
1,200,000 shares of the Registrant's common stock are currently
reserved for issuance in connection with awards granted under the 2005
Plan.
Eligibility and Participation. Any Director (including any non-employee
Director), officer, employee or other eligible individual providing
services to the Registrant or any of its subsidiaries or any other
eligible individual designated by the Compensation Committee.
Types of Awards. The 2005 Plan provides for the grant of non-qualified
stock options, incentive stock options that qualify under Section 422
of the Code, restricted stock, restricted stock units, stock
appreciation rights, performance awards, other stock-based awards and
cash bonus awards.
The above description of the 2005 Plan is qualified in its entirety by reference
to the actual terms of the 2005 Plan, the full text of which is filed with this
Current Report on Form 8-K as Exhibit 10.1.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
At a meeting duly held on July 7, 2005 following the completion of the 2005
Annual Meeting (the "Directors' Meeting"), the Board of Directors of the
Registrant terminated the Registrant's Amended and Restated 1998 Stock Option
Plan (the "1998 Plan") so that no further options will be granted thereunder.
However, all previously granted options which remain outstanding under the 1998
Plan continue to be subject to the terms, provisions and conditions thereof, as
well as those contained in the related stock option agreement between the
Registrant and each optionee. This action by the Board of Directors results from
the approval by the shareholders of the
Registrant (referred to in Item 8.01 below) of the Registrant's 2005 Plan, which
replaces the 1998 Plan.
ITEM 8.01. OTHER EVENTS.
At the 2005 Annual Meeting, the shareholders of the Registrant took the
following actions:
o elected Sanford S. Neuman as a class one director for a term
expiring in 2008 or until his successor is elected and
qualified;
o ratified the selection of BDO Seidman, LLP to serve as the
Company's independent registered public accounting firm; and
o approved the 2005 Plan.
At the Directors' Meeting, the directors took the following actions:
o appointed Joseph Burstein as the Chairman of the Board;
o appointed its officers for the ensuing year, consisting of
Ronald S. Saks, President and Chief Executive Officer, Robert
Grah, Vice President - Central Region, Brian Olson, Vice
President - West Region and Lawrence E. Dickinson - Chief
Financial Officer and Secretary;
o reconstituted the membership of the Registrant's Audit
Committee, and appointed Paul L. Miller, Jr., John M. Roeder,
Joseph Burstein and Thomas G. Unger members thereof; Mr.
Roeder was appointed Chairman of the Audit Committee (Mr.
Unger, who remains a member of the Audit Committee, having
relinquished his chairmanship);
o reconstituted the membership of the Registrant's Compensation
Committee, and appointed Sanford S. Neuman, Paul L. Miller,
Jr. and John M. Roeder members thereof; Mr. Neuman was
appointed Chairman of the Compensation Committee; and
o authorized the filing of a registration statement on Form S-8
relating to the 2005 Plan and the shares of common stock
covered thereunder (the "Plan Shares").
As indicated in Item 1.02 above, the directors also have terminated the
Registrant's 1998 Stock Option Plan which was replaced by the 2005 Long-Term
Incentive Plan.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
<Table>
<Caption>
Exhibit No. Description
- ----------- -----------
10.1 LMI Aerospace 2005 Long-Term Incentive Plan
</Table>
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.
Date: July ___, 2005
LMI AEROSPACE, INC.
By:
----------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary
EXHIBIT INDEX
<Table>
<Caption>
Exhibit
Number Description
- ------ -----------
10.1 LMI Aerospace, Inc. 2005 Long-Term Incentive Plan
</Table>