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):
August 11, 2006
CHEMED CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-8351 31-0791746
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification incorporation) Number)
2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(513) 762-6900
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):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange
Act (17 CFR 230.425)
[_] Pre-commencement communications pursuant to Rule 13e-4 (c) under Exchange
Act (17 CFR 230.425)
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Item 1.01 Entry Into a Material Definitive Agreement.
On August 11, 2006, our Board of Directors (the "Board")
approved the Amended 2006 Stock Incentive Plan (the "Plan").
The purpose of this amendment was to give effect to the
Board's decision to adopt the recommendation of management
that the Plan incorporate certain restrictions applicable to
certain grants under the Plan. Management made these
recommendations to the Board in fulfillment of an agreement
it entered into with Fidelity Management & Research Company,
our largest shareholder, to make such recommendations. The
recommended restrictions were as follows:
o Options to acquire capital stock may not be repriced without
shareholder approval.
o Except for 10 percent of the shares covered by the Plan, the
restriction period for stock awards shall be no less than a
total of three years with the restriction period lapsing
ratably over the term of such period, and the restriction
period for performance-based stock awards shall be no less
than one year.
o Shareholder approval is required to materially modify the
requirements for participation in the Plan, or to accelerate
or shorten the vesting periods (in the case of options) or
restriction period (in the case of stock awards).
As amended, the Plan incorporates all such restrictions.
Item 8.01 Other Events.
On August 11, 2006 our Board of Directors authorized an additional
$50 million share repurchase program, in addition to the remaining
$8 million in our February 2000 share repurchase program. A copy
of the release is filed herewith as Exhibit 99.
Item 9.01 Financial Statements and Exhibits.
c) Exhibit
10.1 Amended 2006 Stock Incentive Plan
99 Press Release dated August 14, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHEMED CORPORATION
Dated: August 14, 2006 By: /s/ Arthur V. Tucker, Jr.
---------------- --------------------------
Arthur V. Tucker, Jr.
Vice President and Controller
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