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): December 7,
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.
December 7, 2005
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 7, 2005, the Board of Directors, upon the
recommendation of the Compensation Committee, approved the 2006
Stock Incentive Plan, an omnibus stock plan that will permit the
grant of stock options, stock appreciation rights, restricted
stock awards, restricted stock units and stock awards. A maximum
of 300,000 shares will be available for grants of all equity
awards under the 2006 Stock Incentive Plan. If approved by the
shareholders, the 2006 Stock Incentive Plan will replace the
Company's 2000 Stock Option Plan.
The adoption of the 2006 Stock Incentive Plan is subject to
approval of the Company's shareholders. The Company will submit
the plan for approval at the annual meeting of shareholders to be
held on February 1, 2006.
As previously reported, subject to shareholder approval of
the 2006 Stock Incentive Plan, the Company modified its
compensation arrangements with non-employee directors to, among
other matters, eliminate future grants of stock options to
directors and to make an annual award to non-employee directors
of 500 shares of the Company's common stock.
In addition, subject to shareholder approval of the 2006
Stock Incentive Plan, the Compensation Committee approved, and
the Board of Directors ratified, the grant of up to 16,600 shares
of restricted stock to officers and key employees of the Company.
If the plan is approved, these shares of restricted stock will
vest in installments over a five year period commencing on
January 1, 2006. The grants include the following grants to the
Chief Executive Officer and four other most highly compensated
executive officers:
Name and Position Number of Shares of Restricted Stock
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John E. Anderson 800
President and CEO
David H. deVilliers, Jr. 600
Vice President; President,
FRP Development Corp.
Terry S. Phipps 600
President, SunBelt Transport, Inc.
Robert E. Sandlin 600
President, Florida Rock & Tank
Lines, Inc.
Ray M. Van Landingham 600
Vice President, Treasurer, Secretary
and Chief Financial Officer
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: December 13, 2005 By: /s/ Ray M. Van Landingham
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Ray M. Van Landingham
Vice President, Finance and
Administration and Chief Financial
Officer