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
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Date of Report (Date of earliest event reported):
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August 28, 2006 |
InfraSource Services, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-32164
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03-0523754 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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100 West Sixth Street, Suite 300
Media, Pennsylvania
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19063 |
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(Address of principal
executive offices)
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(Zip Code) |
(610) 480-8000
(Registrant’s telephone number, including area code)
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:
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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)) |
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| Item 1.01 |
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Entry Into a Material Definitive Agreement. |
On
August 28, 2006, InfraSource Services, Inc. (the
“Company”) entered into a Management Agreement (the “Management
Agreement”) with Peter Walier, its newly appointed Executive Vice President, Electric. Under the
Management Agreement, Mr. Walier will be paid a sign-on payment of $100,000, a base salary of
$250,000 per year, is eligible to participate in the Company’s Annual Incentive Compensation
Program, with a guaranteed incentive payment for plan year 2006 of $100,000, and has the right to
receive options to acquire 50,000 shares of Common Stock in accordance with the Company’s Long Term
Incentive Plan, with such award to be made by the Board of Directors. In the event Mr. Walier is
terminated by the Company, other than due to death or disability or for cause, Mr. Walier shall
receive cash severance payments in the amount of his base salary at the time of the termination for
twelve months. The Management Agreement also contains a non-compete covenant that lasts for
twenty-four months following termination.
The Management Agreement with Mr. Walier will be attached as an exhibit to the Company’s
upcoming Quarterly Report on Form 10-Q for the period ending September 30, 2006.
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On August 31, 2006, the Company announced the appointment of Peter Walier to the position of
Executive Vice President, Electric of the Company. The press release announcing such appointment
is attached to this Form 8-K as an exhibit and incorporated by reference herein.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(c) Exhibits
99
Press Release, issued by InfraSource Services, Inc., dated August 31, 2006.
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