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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 8, 2007
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 |
(State or other jurisdiction of incorporation
or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 100 West Sixth Street, Suite 300
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19063 |
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(Zip Code) |
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| Registrant’s telephone number, including area code:
(610) 480-8000 |
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers.
InfraSource Services, Inc. (the “Company”) is entering into amended and restated management
agreements with its named executive officers for whom compensation disclosure was made in its 2006 Proxy Statement. The modifications to the prior management agreements are being made
following the Company's change of status from a controlled company to
a widely held public company.
On January 5, 2007, the Company filed a Form 8-K
Current Report to disclose information regarding its amended and restated management agreement with
David R. Helwig, the Company’s Chief Executive Officer and Chairman of the Company’s Board of
Directors. The purpose of this Form 8-K Current Report is to provide information regarding the
amended and restated management agreements (the “Management Agreements”) with the remaining
named executive officers. The form of Management Agreement is attached as
an exhibit to this Form 8-K. There are
variations in the individual Management Agreements, which are not described in this Form 8-K.
Under the terms of the Management Agreements,
each applicable executive officer will receive annual compensation as described in the applicable
Management Agreement consisting of base salary, an incentive compensation bonus and a long term
incentive plan award in the form of shares of restricted stock or options to acquire shares of the
Company’s common stock. The annual target incentive compensation bonuses and long term incentive
plan awards may be adjusted at the discretion of the Board of Directors as described in each Management Agreement.
Under
a Management Agreement, if the executive officer terminates his employment for
Good Reason (as defined in the applicable Management Agreement) or if the Company terminates
the executive officer’s employment for a reason other than death, disability or for cause, the
Company shall pay the executive (1) an amount equal to any unpaid bonus for the year prior to the
termination, plus the pro-rated share of his target annual incentive compensation bonus for the
year in which the termination occurs; (2) cash severance payments equal in the aggregate to two
times the sum of the executive officer’s base salary for the year in which the termination occurs
and the target annual incentive compensation bonus for that year; and (3) continuation of health
insurance benefits for not more than 24 months.
If a Change in Control occurs and, within two years after such event, the executive officer
terminates his employment for Good Reason or the Company
terminates his employment for a reason other than death, disability or for cause, the Company shall
pay the executive all of the amounts set forth in the preceding paragraph. In addition,
all of the executive’s then outstanding unexpired stock options, restricted stock and other
equity awards shall become vested and exercisable.
During his employment and for two years following termination of his employment, each
executive officer with a Management Agreement has agreed not to compete with the Company, as
long as the Company fulfills the applicable severance obligations required by the applicable
termination event. If the executive officer terminates his employment for reasons other than for
Good Reason, and the Company makes an election required under the agreement, the executive’s
non-compete covenant can be extended for one year as long as the Company pays identified
compensation (equal to one times the
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executive’s base salary at the time of termination and designated medical insurance
continuation benefits). If the Company makes the initial election, the Company can extend such
election, and the executive’s non-compete covenant, for one
additional year, as long as it pays the
executive an amount equal to his base salary at the time of termination and designated medical
insurance continuation benefits.
The
foregoing description of the Management Agreements is qualified in
its entirety by reference to the form of Management Agreement, a
copy of which is filed as Exhibit 10.1 to this Form 8-K and is
incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
| 10.1 |
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Form of InfraSource Services, Inc.'s Amended and Restated
Management Agreement with its named executive officers. |
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SIGNATURES
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, thereunto duly authorized.
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InfraSource Services, Inc. |
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(Registrant) |
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January 12, 2007
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By:
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/s/ Deborah C. Lofton |
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Name:
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Deborah C. Lofton |
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Title:
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Senior Vice President,
General Counsel and
Secretary |
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