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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): December 15, 2005
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Florida 0-5423 59-1277135
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
11770 U.S. Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of principal executive offices) (Zip Code)
(561) 627-7171 (Registrant's
telephone number, including area code)
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:
|_| 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-4c))
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Item 1.01 Entry into a Material Definitive Agreement.
1. Time Vested Restricted Stock Award.
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On December 14, 2005, the compensation committee (the
"Committee") of the Board of Directors (the "Board") of Dycom Industries, Inc.
("Dycom") granted an award of time-vested restricted stock (the "Restricted
Stock Award") to Richard L. Dunn, Senior Vice President and Chief Financial
Officer and certain other executive officers who are expected to be Named
Executive Officers in Dycom's Proxy Statement in 2006 (together, the "Named
Executive Officers") in the amount set forth opposite such Named Executive
Officers' name below.
The Restricted Stock Awards were granted pursuant to the Dycom
2003 Long-Term Incentive Plan ("LTIP"). Restricted Stock Awards will generally
vest in four equal installments on each of December 14, 2006, 2007, 2008 and
2009 (each, a "Vesting Date"); provided that the Named Executive Officer
continues to be employed by Dycom on each such Vesting Date.
On each Vesting Date, 50% of the shares of restricted stock
that vest on such Vesting Date shall be transferable. The remaining 50% of the
shares of restricted stock that vest on such Vesting Date (net of any shares
that a Named Executive Officer may use to satisfy his tax withholding
obligations with respect to such shares) shall not be transferable (the "Non
Transferable Shares"). On each future Vesting Date, 50% of the shares of
restricted stock that vest will be Non Transferable Shares until such Vesting
Date as the fair market value of all of the Non Transferable Shares held by a
Named Executive Officer, together with all other shares of time vested
restricted stock held by such participant, equals or exceeds 100% of the Named
Executive Officer's then annual rate of base salary (the "Restricted Stock
Holdings"). Effective as of the date that a Named Executive Officer attains his
Restricted Stock Holdings, 100% of the shares of restricted stock that vest on
each future Vesting Date shall be transferable. Upon a Named Executive Officer's
termination of employment with Dycom for any reason other than death or
disability, his Restricted Stock Holdings will not be transferable during the
90-day period immediately following such termination of employment.
Restricted Stock Awards
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Name Restricted Stock Award
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Richard L. Dunn 3,464
Senior Vice President and Chief Financial Officer
Richard B. Vilsoet 3,464
Vice President, General Counsel and Secretary
H. Andrew DeFerrari 2,312
Vice President and Chief Accounting Officer
A form of restricted stock award agreement for the Named
Executive Officers is attached hereto as Exhibit 10.1.
2. Performance Based Restricted Stock Award.
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At the December 15, 2005 Committee meeting, the Committee also
granted an award of performance-based restricted stock (the "PBRS Award") to
certain employees of Dycom and its subsidiaries, including the Named Executive
Officers in the amount set forth opposite such Named Executive Officers' name
below. PBRS Awards are granted pursuant to the LTIP and will vest subject to the
Named Executive Officer's continued employment with Dycom and the satisfaction
of certain pre-established performance measures based upon pre-tax income before
asset impairment and operating cash flow ratio that were approved by the
Committee at its meeting (the "Performance Measures").
PBRS Awards will generally vest in three equal installments
based on the attainment of the Performance Measures for Dycom's 2006, 2007 and
2008 fiscal years (the "Annual Award"). In addition, each Named Executive
Officer will receive additional vested performance-based restricted stock, based
upon a percentage of such Named Executive Officer's Annual Award that vests in
respect of each fiscal year, in accordance with the satisfaction of the
Performance Measures for the three-year performance period ending with the
fiscal year in which each Annual Award vests.
Performance-Based Restricted Stock Awards
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Name PBRS Award
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Richard L. Dunn 6,933
Senior Vice President and Chief Financial Officer
Richard B. Vilsoet 6,933
Vice President, General Counsel and Secretary
H. Andrew DeFerrari 3,465
Vice President and Chief Accounting Officer
A form of performance-based restricted stock award agreement
for the Named Executive Officers is attached hereto as Exhibit 10.2.
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.
Dated: December 20, 2005
DYCOM INDUSTRIES, INC.
(Registrant)
By: /s/ Richard L. Dunn
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Name: Richard L. Dunn
Title: Senior Vice President and
Chief Financial Officer
Index to Exhibits
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Exhibit No. Description
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10.1 Form of Restricted Stock Award Agreement.
10.2 Form of Performance-Based Restricted Stock Award Agreement.