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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): June 15, 2006
UNIVERSAL TECHNICAL INSTITUTE, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-31923 86-0226984
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
20410 North 19th Avenue, Suite 200, Phoenix, Arizona 85027
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (623) 445-9500
None
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(Former name or former address, if changed since last report)
[ ] 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 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The Compensation Committee of the Board of Directors of Universal Technical
Institute, Inc. (the "Company") has awarded shares of restricted stock to
certain employees of the Company, including the chief executive officer and the
other named executive officers, under the Company's 2003 Stock Incentive Plan.
The restricted stock vests in four equal installments, with the first vesting
occurring on the first anniversary of the grant date, which is June 15, 2006.
The following table sets forth the shares of restricted stock awarded to the
Company's named executive officers:
Number of Shares of Restricted
Name Stock Granted
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John C. White 5,555
Kimberly J. McWaters 11,903
Jennifer L. Haslip 4,000
Roger L. Speer 4,000
David K. Miller 4,000
A form of the Company's restricted stock award agreement is filed herewith as
Exhibit 10.1.
The Compensation Committee has also awarded grants of options to purchase common
stock of the Company to certain employees of the Company, including the chief
executive officer and the other named executive officers, under the Company's
2003 Stock Incentive Plan. The stock options vest in four equal installments,
with the first vesting occurring on the anniversary of the grant date, which is
June 15, 2006. The following table sets forth the number of stock options
awarded to the Company's named executive officers:
Number of Shares Subject to
Name Option Grant
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John C. White 24,500
Kimberly J. McWaters 52,500
Jennifer L. Haslip 18,000
Roger L. Speer 18,000
David K. Miller 18,000
A form of the Company's stock option award agreement is filed herewith as
Exhibit 10.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS
10.1 Form of Restricted Stock Award Agreement.
10.2 Form of Stock Option Award Agreement.
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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 hereunto duly authorized.
UNIVERSAL TECHNICAL INSTITUTE, INC.
Dated: June 21, 2006 By: /s/ Chad A. Freed
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Name: Chad A. Freed
Title: Senior Vice President and
General Counsel
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