KATY INDUSTRIES, INC. FORM 8-K DATED SEPTEMBER 6, 2006
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): September 6, 2006
Katy
Industries, Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
001-05558
|
75-1277589
|
|
(State
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2461
South Clark Street, Suite 630
Arlington,
Virginia 22202
(Address
of principal executive offices) (Zip Code)
(703)
236-4300
(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
[
]
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
Item
1.01 Entry
into a Material Definitive Agreement.
On
August 30, 2006, Katy Industries,
Inc. (Katy or the Company) approved certain changes to compensation for
directors who are not employed by Katy or its subsidiaries or serve as Class
II
directors. The Company had previously disclosed its plans to issue these
directors stock appreciation rights under the 2002 Stock Appreciation Rights
Plan; however, such stock appreciation rights will be issued under separate
stand-alone agreements. The grant of stock appreciation rights was authorized
on
August 30, 2006 in lieu of stock options that the directors would otherwise
have
been granted, but that were not available due to the expiration of the directors
then existing option plan. Additionally, the Company will issue additional
cash
compensation in the equivalent of 2,000 shares of the Company’s common stock at
the closing price of the Company’s common stock on the day prior to the
Company’s annual meeting.
Below
is
a description of the updated compensation arrangements for members of its board
of directors who are not employed by Katy or its subsidiaries or serve as Class
II directors:
a. Each
director receives a $10,000 annual retainer, paid annually in
advance.
b. Each
director receives the cash equivalent of 2,000 shares of the Company’s common
stock at the closing stock price the day prior to the annual
meeting.
c. The
chair
of the Compensation Committee and the chair of the Audit Committee each receive
an additional $6,000 annual retainer, paid annually in advance.
a. Each
director is paid $2,500 for each full meeting of the board of directors he
or
she attends in person and $1,000 for each full meeting of the board of directors
he or she attends telephonically.
b. Each
director is paid $1,000 for each full committee meeting of the board of
directors he or she attends in person and $500 for each full committee meeting
of the board of directors he or she attends telephonically.
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3.
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Stock
Appreciation Rights
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a. Each
director receives an annual stock appreciation right (SAR) grant of 2,000 stock
appreciation rights at the May meeting of the board of directors each
year. The exercise price is the fair market value on the date of grant.
The director may exercise these stock appreciation rights at any time during
the
ten years from the date of
grant.
a. Katy
reimburses directors for their expenses incurred in attending meetings of the
board of director and committee meetings of the board of directors.
5. Deferred
Compensation Plan
a. Each
director may defer directors’ fees, retainers and other compensation paid for
services as a director until the later of the director’s attainment of age 62 or
ceasing to be a director. Each director has 30 days before the beginning of
a
Plan Year (as defined in the Directors’ Deferred Compensation Plan) in which to
elect to participate in the Directors’ Deferred Compensation Plan. Directors may
invest these amounts in one or more investment alternatives offered by Katy.
Directors may elect to receive distributions of deferred amounts in a lump
sum
or five annual installments.
The
Company has included the form of stand-alone agreement for the grant of stock
appreciation rights.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
Exhibit
99.1 Katy
Industries, Inc. Stand-Alone Stock Appreciation Rights Agreement
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.
KATY
INDUSTRIES, INC.
(Registrant)
By:
/s/
Amir Rosenthal
Amir
Rosenthal
Vice
President, Chief Financial Officer,
General
Counsel and Secretary
Date:
September 6, 2006
Exhibits
Exhibit
No. Description
99.1 Katy
Industries, Inc. Stand-Alone Stock Appreciation Rights Agreement