SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 5,
2005
PATRIOT TRANSPORTATION HOLDING, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-17554 59-2924957
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(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
1801 Art Museum Drive 32207
Jacksonville, Florida
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 396-5733
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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 CRF 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))
CURRENT REPORT ON FORM 8-K
PATRIOT TRANSPORTATION HOLDING, INC.
October 5, 2005
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 5, 2005, the Board of Directors approved certain
modifications to the compensation arrangements with the Company's
non-employee directors.
The most significant modification was the elimination of
automatic grants of stock options to the non-employee directors.
Prior to the October 5, 2005 meeting, non-employee directors
received an automatic grant of options to purchase 1,000 shares
of the Company's common stock at fair market value on the grant
date for each of the five regularly scheduled directors' meeting
attended (up to 5000 options per year). These options vested
immediately and expire ten (10) years from the grant date.
Options previously issued to the directors are unaffected by this
change in compensation arrangements.
In light of the elimination of these stock option grants,
the Board of Directors authorized the annual grant of 500 shares
of the Company's common stock to the directors. These stock
grants are subject to the approval of the shareholders at the
2006 annual meeting of shareholders. In addition, the Board
approved an increase in the annual cash retainers and the cash
meeting fees.
The modifications to the compensation arrangements with non-
employee directors are summarized in the following chart:
Prior New
Arrangements Arrangements
All Non-Employee Directors:
Annual Retainer $ 10,000 $ 15,000
Fee Per Meeting Attended $ 1,000 $ 1,500
Stock Options Per Meeting
Attended 1,000 options 0
Annual Stock Grant(1) 0 500 shares
Audit Committee:
Annual Fee Chairman $ 10,000 $ 10,000
Member $ 5,000 $ 5,000
Meeting Fees Chairman(2) $ 500 $ 1,500
Member(2) $ 300 $ 1,000
Other Committees:
Annual Fee Chairman None $ 2,000
Member None $ 1,000
Meeting Fees Chairman $ 500 $ 1,500
Member $ 300 $ 1,000
(1) Subject to approval of the shareholders.
(2) The Audit Committee receives no meeting fees for the four
regularly scheduled quarterly meetings; the meeting fees shown
apply only to additional meetings.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 10.1 Summary of Compensation Arrangements with Non-
Employee Directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned thereunto duly
authorized.
PATRIOT TRANSPORTATION HOLDING, INC.
Date: October 11, 2005 By: /s/ Ray M. Van Landingham
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Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer
EXHIBIT INDEX
Exhibit No.
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10.1 Summary of Compensation Arrangements with Non-Employee
Directors