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):
May
31, 2005
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
|
Wisconsin |
1-1373 |
39-0482000 |
|
State
or other jurisdiction of incorporation |
Commission
File Number |
I.R.S.
Employer Identification Number |
|
1500
DeKoven Avenue, Racine, Wisconsin |
53403 |
|
Address
of principal executive offices |
Zip
Code |
|
Registrant
s telephone number, including area code: |
(262)
636-1200 |
Check the
appropriate 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
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE
OF CONTENTS
ITEM
1.01. Entry into a Material Definitive
Agreement
ITEM
5.02. Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal
Officers.
ITEM
9.01. Exhibits
SIGNATURE
Exhibit
Index
INFORMATION
TO BE INCLUDED IN THE REPORT
ITEM
1.01. Entry into a Material Definitive
Agreement
Agreements
with Thomas Burke. As
described in Item 5.02 below, in connection with Mr. Thomas Burke’s appointment
as the Executive Vice President of Modine Manufacturing Company (the “Company”),
on May 31, 2005, Mr. Burke entered into an Employment Agreement and a Change in
Control and Termination Agreement with the Company.
The
Employment Agreement, which is in substantially the same form as those
previously entered into with the Company’s Chief Executive Officer and Chief
Financial Officer, provides for an initial base salary of $420,000, and provides
Mr. Burke benefits customarily accorded executives of the Company, including
participation in the Company’s Management Incentive Plan and the 2002 Incentive
Compensation Plan.
The
Employment Agreement has a thirty-six month term and automatically and
continuously extends for an additional day, unless either party gives written
notice of termination to the other party, in which case the term would become a
thirty-six month period beginning on the date such notice was
received.
The
Company is permitted to terminate Mr. Burke's Employment Agreement for "Cause,"
as that term is defined in the agreement, and Mr. Burke is permitted to
terminate the Employment Agreement upon the occurrence of any of the following
events: failure to elect or re-elect him to or removal of him from the office he
holds; a significant change in the nature or scope of his authority, duties, or
reduction in compensation; a breach by the Company of any provision of the
Employment Agreement; and the liquidation, dissolution, consolidation, merger or
transfer of all or a significant portion of the assets of the
Company.
In the
event of a termination by the Company other than for Cause or a termination by
Mr. Burke as described above, the Company is obligated to remit, as liquidated
damages, severance pay to Mr. Burke an amount equal to his "Average Annual
Earnings" during the remainder of the term of the Employment Agreement. "Average
Annual Earnings" means the arithmetic average of annual salary and bonus payable
in the five taxable years preceding the year of termination. Mr. Burke would
continue to receive all employee benefits, including 401(k) benefits, during the
remainder of the term of the Employment Agreement. In the event of disability,
salary continuation would be provided at a level of one hundred percent for the
first twelve months and up to sixty percent for the remainder of the term of the
Employment Agreement.
The
Employment Agreement also subjects Mr. Burke to confidentiality obligations, and
contains restrictions on him during the term of the Employment Agreement from
taking a management position with or control of a business engaged in the
design, development, manufacture, marketing or distribution of products that
constituted 5% or more of the sales of the Company or its subsidiaries or
affiliates in the year prior to termination of employment (a “Competitor”);
soliciting any customer of the business on behalf of a Competitor; or inducing
the Company’s employees to terminate employment in order to enter into
employment with a Competitor.
In the
event of a "Change in Control," as defined in Mr. Burke's Change in Control and
Termination Agreement, at any time during the 24 months after a Change in
Control occurs, if Mr. Burke is terminated without "Good Cause" or if Mr. Burke
terminates the Agreement for Good Reason (as defined in the agreement) or for
any reason during the thirteenth month following a Change in Control, a 24-month
"Severance Period" would be triggered during which Mr. Burke would be
entitled to receive an amount equal to two times the greater of: (A) the
sum of his base salary and target bonus or (B) the sum of his five-year
average base salary and five-year average actual bonus, payable in a lump sum
within 60 days after the date of termination of employment. In addition, Mr.
Burke would receive an amount equal to the pro-rata portion of the target
bonus for the calendar year in which his employment terminated. In the event of
Mr. Burke’s death, such amounts would be payable to his estate.
In
addition, in the event of a Change in Control, any stock options or stock awards
would immediately vest, or restrictions lapse, as the case may be, on the date
of termination. In the event a Change in Control occurs, and if payments made to
Mr. Burke were subject to the excise tax provisions of Section 4999 of the
Internal Revenue Code, Mr. Burke would be entitled to receive a lump sum
payment, sufficient to cover the full cost of such excise taxes and his federal,
state and local income and employment taxes on the additional
payment.
In
addition to the above Agreement, the Company issued to Mr. Burke 20,000 shares
of Modine restricted stock, which will vest in five annual, equal installments
beginning on May 31, 2006, and 25,000 options to buy Modine common stock,
exercisable on May 31, 2006.
ITEM
5.02. Departure of Directors or Principal Officers,
Election of Directors, Appointment of Principal
Officers.
On May
31, 2005, the Company announced the appointment of Thomas Burke, 48, as the
Company’s Executive Vice President. Mr. Burke joined Modine from Visteon
Corporation, a leading supplier of parts and systems to automobile
manufacturers, in Dearborn, Michigan, where he was Vice President Manufacturing
Operations (2002 - May 2005); Vice President, European and South American
Operations (2001 - 2002); Customer Account Director, Ford Account, Europe, South
America and India (1999 - 2001) and Business Director, Climate Control Systems,
Europe, South America and India (1996 - 1999). Mr. Burke’s experience also
includes 13 years with Ford Motor Company.
Visteon
is both a supplier to and customer of the Company. In fiscal 2005, Modine sales
to and purchases from Visteon were in excess of $12 million and $5 million
respectively.
The terms
of Mr. Burke’s Employment Agreement and Change in Control and Termination
Agreement are discussed in Item 1.01 to this Current Report on Form 8-K and are
incorporated herein by reference.
Item
9.01. Exhibits.
|
Exhibit
10.1 |
Form
of Executive Employment Agreement. |
|
Exhibit
10.2 |
Form
of Executive Change-in-Control and Termination
Agreement. |
|
Exhibit
99 |
Press
Release dated May 31, 2005. |
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 hereunto
duly authorized.
|
Modine
Manufacturing Company |
| |
| |
|
By:
/s/
D.B. Rayburn |
|
D.
B. Rayburn
President
and Chief Executive Officer |
| |
| |
|
By:
/s/
D.R. Zakos |
|
D.
R. Zakos
Vice
President, General Counsel
and
Secretary |
Date:
June 3, 2005
EXHIBIT
INDEX
|
Exhibit
Number |
Description |
|
Exhibit
10.1 |
Form
of Executive Employment Agreement. |
|
Exhibit
10.2 |
Form
of Executive Change-in-Control and Termination
Agreement. |
|
Exhibit
99 |
Press
Release dated May 31, 2005. |