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): February 14, 2006
Commission File Number 1-9929
Insteel Industries, Inc.
(Exact name of registrant as specified in its charter)
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| North Carolina
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56-0674867 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.) |
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| 1373 Boggs Drive, Mount Airy, North Carolina
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27030 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (336) 786-2141
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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.
On February 14, 2006, one-half of the following equity
awards for fiscal 2006 were granted to the Company’s executive officers as approved
by the Executive Compensation Committee (the “Committee”) of its Board of Directors:
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Annual
Targeted Long- |
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Stock |
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Restricted |
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Term Incentive |
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Options |
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Stock |
H.O. Woltz III
President and Chief Executive Officer |
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325,000 |
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$ |
162,500 |
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$ |
162,500 |
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Michael C. Gazmarian
Chief Financial Officer and Treasurer |
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145,000 |
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72,500 |
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72,500 |
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Gary D. Kniskern
Vice President — Administration and Secretary |
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90,000 |
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45,000 |
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45,000 |
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The
awards were made under the 2005 Equity Incentive Plan of Insteel Industries, Inc. which was approved
by the Company’s shareholders at its annual meeting held February 15, 2005.
The target
levels for 2006 remain unchanged from 2005. The Committee retains the flexibility to grant
long-term incentive awards ranging from 0.5x — 1.5x the targeted level based upon company and
individual performance.
The number of options granted will be based on their fair market value with the exercise price
set equal to fair market value as of the date of the grant. The options will have a ten-year term
and vest ratably over a three-year period. The number of shares of restricted stock granted will be
based on the Company’s stock price as of the date of the grant and will vest 100% three years from
the date of the grant. The remaining one-half of the awards will be granted in August 2006.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 16, 2006, Gary D. Kniskern, Vice President — Administration and Secretary of the
Company announced his plans to retire as an employee of the Company effective January 12, 2007.
Mr. Kniskern, 60, has been Secretary of the Company since 1984
and was elected Vice President —
Administration in 1994. He has served in various capacities with the Company for more than 26
years. Mr. Kniskern plans to retire for personal reasons.
Item 8.01. Other Events.
On February 14, 2006, the Board of Directors changed the chairmanship of its Audit Committee
and its Executive Compensation Committee as part of its rotation policy. The members of each
committee remain otherwise unchanged. Gary L. Pechota will now chair the Audit Committee and
William J. Shields will now chair the Executive Compensation Committee. The members of the Audit
Committee are Mr. Pechota (chairman and financial expert), Louis E. Hannen and W. Allen Rodgers II.
The members of the Executive Compensation Committee are Mr. Shields (chairman), Charles B. Newsome
and C. Richard Vaughn.