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): 6-23-05
AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 1-9102 77-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification Nol.)
245 South Los Robles Ave., Pasadena, California 91101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(626) 683-4000
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFG 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 CFT240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e4(c))
Item 1.01 Entry into a Material Definitive Agreement
On June 22, 2005, the Board of Directors of Ameron International Corporation
approved certain changes to the compensation payable to Ameron International
Corporation's non-employee directors. Effective June 1, 2005, the cash
compensation payable to Ameron International Corporation's non-employee
directors will be as follows:
An annual cash retainer of $36,000;
An additional annual cash retainer of $7,000 for the chair of the Audit
Committee;
An additional annual cash retainer of $6,000 for the chair of the Compensation
Committee;
An additional annual cash retainer of $3,000 for the chairs of the Finance
Committee and the Nominating and Corporate Governance Committee;
A meeting fee of $2,200 for each Regular Board meeting;
A meeting fee of $2,500 for each Special Board meeting held in person;
A meeting fee of $2,000 for each Special Board meeting held via teleconference;
and
A meeting fee of $1,500 for each Committee meeting scheduled as in person or as
a teleconference.
All retainer amounts will be payable in quarterly installments in advance.
In addition, non-employee directors will receive an annual grant of 1,200 shares
of restricted stock on the first business day following the date of the annual
meeting of stockholders of the Company, pursuant to the Ameron International
Corporation 2004 Stock Incentive Plan for Nonemployee Directors.
Item 2.02 - Results of Operations and Financial Condition
On June 23, 2005, the Company issued a press release regarding the Company's
results of operations for the first quarter ended May 29, 2005. A copy of the
press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
The information in this report, including the exhibit attached hereto, is being
furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities thereunder. The information in this report
will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD OR
Item 12.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Cautionary statement for purposes of the 'Safe Harbor" provisions of The Private
Securities Litigation Reform Act of 1995: Any statements in this report that
refer to the exhibit attached hereto, that refer to the estimated or anticipated
future results of the Registrant are forwarded-looking and reflect the
Registrant's current analysis of existing trends and information. Actual results
may differ from current expectations based on a number of factors affecting the
Registrant's businesses, including competitive conditions and changing market
situations. Matters affecting the economy generally, including the state of
economies worldwide, can also affect the Registrant's results. Forward-looking
statements represent the Registrant's judgment only as of the date of this
report. Since actual results could differ materially from such statements, the
reader is cautioned not to rely on these forward-looking statements. Moreover,
the Registrant disclaims any intent or obligation to update these
forward-looking statements.
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.
AMERON INTERNATIONAL CORPORATION
Date: June 23, 2005 By: /s/ Javier Solis
----------------------------------
Javier Solis
Senior Vice President & Secretary