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): January 18, 2006
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Arrow International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 0-20212 23-1969991
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2400 Bernville Road, Reading, Pennsylvania 19605
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 378-0131
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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:
[ ] 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))
ARROW INTERNATIONAL, INC.
Item 1.01. Entry into a Material Definitive Agreement.
On January 18, 2006, at the 2006 Annual Meeting of Shareholders of Arrow
International, Inc. (the "Company"), the Company's shareholders voted to approve
the adoption of the Company's 2006 Directors Stock Incentive Plan (the "2006
Directors Plan"). A total of 500,000 shares of the Company's common stock
(subject to adjustment as provided in the 2006 Directors Plan) has been reserved
for issuance under the 2006 Directors Plan. Directors of the Company and its
subsidiaries who are not also employees or consultants of the Company or its
subsidiaries, and who do not serve on the Board of Directors as representatives
of the interests of shareholders who have made an investment in the Company, are
eligible to receive awards under the 2006 Directors Plan. Currently, all of the
directors of the Company, other than Carl G. Anderson, Jr., the Chairman and
Chief Executive Officer of the Company, are eligible for awards under the 2006
Directors Plan. Awards under the 2006 Directors Plan are in the form of
non-qualified stock options and/or restricted stock grants and are evidenced by
agreements between the individual director and the Company. No awards may be
made after the tenth anniversary of the 2006 Directors Plan.
For a more detailed description of the 2006 Directors Plan, see the disclosure
under the caption "Proposal 4 - Adoption of 2006 Directors Stock Incentive Plan"
contained in the Company's definitive proxy statement on Schedule 14A relating
to its 2006 Annual Meeting of Shareholders, filed with the Securities and
Exchange Commission on December 16, 2005, which disclosure is hereby
incorporated in this report by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
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10.1 Arrow International, Inc. 2006 Directors Stock Incentive Plan
(the "2006 Directors Plan")
10.1.1 Form of Non-Qualified Stock Option Agreement pursuant to the
2006 Directors Plan
10.1.2 Form of Restricted Stock Agreement pursuant to the 2006
Directors Plan
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ARROW INTERNATIONAL, INC.
SIGNATURE
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.
ARROW INTERNATIONAL, INC.
Date: January 20, 2006 By: /s/ Frederick J. Hirt
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Frederick J. Hirt
Chief Financial Officer and
Senior Vice President-Finance
(Principal Financial Officer and
Chief Accounting Officer)
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER OF EXHIBIT METHOD OF FILING
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10.1 Arrow International, Inc. Filed herewith.
2006 Directors Stock Incentive Plan
(the "2006 Directors Plan")
10.1.1 Form of Non-Qualified Stock Option Agreement Filed herewith.
pursuant to the 2006 Directors Plan
10.1.2 Form of Restricted Stock Agreement pursuant Filed herewith.
to the 2006 Directors Plan
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