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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 24, 2006
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AMCOL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15661 36-0724340
State of Other Jurisdiction Commission I.R.S. Employer
of Incorporation File Number Identification Number
One North Arlington, 1500 West Shure Drive, Suite 500
Arlington Heights, IL 60004-7803
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 394-8730
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:
[ ] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 24, 2006, AMCOL International Corporation (the "Company")
entered into employment agreements with each of the following Company
executives: (1) Lawrence E. Washow, President and Chief Executive Officer of the
Company; (2) Gary L. Castagna, Senior Vice President, Chief Financial Officer
and Treasurer of the Company; (3) Ryan F. McKendrick, Vice President of the
Company; President of Colloid Environmental Technologies Company and Volclay
International Corp.; and (4) Gary Morrison, Vice President of the Company;
President of American Colloid Company.
The initial employment term under each agreement is three years
(expiring in March 2009), with a rolling six-month extension (unless either
party gives notice of expiration six months prior to the extension). Each
agreement provides for an initial annual base salary as follows: Mr. Washow -
$525,000; Mr. Castagna - $278,000; Mr. McKendrick - $268,000; and Mr. Morrison -
$223,000. Further, each agreement provides for a performance based annual cash
bonus in an amount equal to at least 100% of the executive's annual base salary
upon the executive achieving certain target performance goals as set by the
Compensation Committee of the Company's Board of Directors. In addition, each
executive is eligible to participate in all equity incentive plans, savings and
retirement plans, welfare and fringe benefits, and vacation and expense policies
applicable to any comparable senior executive of the Company, in accordance with
their terms.
If the Company terminates an executive without cause or the executive
terminates his employment for good reason (as defined below) prior to a change
of control of the Company (as defined below), the executive is entitled to
receive: (1) a lump sum of his accrued salary and bonus; (2) a pro-rata
annualized bonus; (3) his base salary for 24 months (in the case of Mr. Washow)
or for 18 months (in the case of Messrs. Castagna, McKendrick and Morrison); (4)
a lump sum of any amount then payable to him pursuant to the tax gross-up
provision; and (5) continued employee benefits during a transition period.
If the Company terminates an executive without cause or the executive
terminates his employment for good reason less than seven months after a change
of control of the Company, the executive is entitled to receive: (1) a lump sum
of his accrued salary, accured bonus and a pro-rata annualized bonus; (2) a lump
sum equal to three times (in the case of Messrs. Washow, Castagna and
McKendrick) or two times (in the case of Mr. Morrison) the sum of his salary and
annualized bonus; (3) continued employee benefits until the earlier of three
years (in the case of Messrs. Washow, Castagna and McKendrick) or two years (in
the case of Mr. Morrison) or the date the executive commences a new job; and (4)
a lump sum of any amount then payable to him pursuant to the tax gross-up
provision. If a change of control occurs, all outstanding stock options,
restricted stock and other equity compensation awards granted to the executive
become fully vested and exercisable unless otherwise provided in the award
agreement.
If the executive's employment terminates due to his death or disability
prior to a change of control of the Company or more than seven months after a
change of control, the executive or his beneficiaries are entitled to the
executive's accrued salary and bonus and the executive's pro-rata annualized
bonus. If the executive's employment terminates due to his death or disability
within seven months after a Change of Control, the executive or his
beneficiaries are entitled to receive the compensation and benefits described
above with respect to termination without cause after a change of control,
except that the employee benefits are limited to welfare benefits.
If, at any time, the Company terminates an executive for cause or,
except as described above, the executive terminates his employment without good
reason, the executive is entitled to his accrued salary and bonus, but shall not
be entitled to any severance pay.
A change of control of the Company is defined as any change of control
under the tax laws and any one or more of the following, subject to certain
exemptions: (1) any person (other than certain Company affiliates, a Company
subsidiary or a Company employee benefit plan) acquires 50.1% or more of the
Company's common stock; (2) the incumbent directors cease to constitute at least
one-half of the Company's directors; (3) 50.1% of the Company's assets are sold;
(4) the shareholders approve a plan of liquidation; and (5) with respect to
Messrs. McKendrick and Morrison, the sale of the stock or assets of the
subsidiaries for which they serve as president, provided such subsidiaries
represent a significant portion of the Company's net sales.
Good reason is defined as the occurrence of any one of the following
events: (1) any material breach of the employment agreement by the Company which
has not been cured as required; or (2) the Company's failure to assign the
employment agreement to a successor or the successor's failure to expressly
assume and agree to be bound by the employment agreement.
The agreements also contain confidentiality, non-competition and
non-solicitation covenants in favor of the Company.
Copies of the employment agreements are furnished herewith as Exhibits
10.1, 10.2, 10.3 and 10.4.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Employment Agreement dated March 24, 2006 between AMCOL International
Corporation and Lawrence E. Washow
10.2 Employment Agreement dated March 24, 2006 between AMCOL International
Corporation and Gary L. Castagna
10.3 Employment Agreement dated March 24, 2006 between AMCOL International
Corporation and Ryan F. McKendrick
10.4 Employment Agreement dated March 24, 2006 between AMCOL International
Corporation and Gary Morrison
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.
AMCOL INTERNATIONAL CORPORATION
Date: March 29, 2006 By: /s/ Gary L. Castagna
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Gary L. Castagna
Senior Vice President and
Chief Financial Officer