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): April 28, 2006
CHICAGO BRIDGE & IRON COMPANY N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(State or other jurisdiction of incorporation)
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| 1-12815
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N.A. |
| (Commission File Number)
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(IRS Employer Identification No.) |
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| Polarisavenue 31 |
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| 2132 JH Hoofddorp |
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| The Netherlands
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N.A. |
| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: 31-23-568-5660
N.A.
(Former name or former address, if changed since last report)
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):
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Written Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry Into a Material Definitive Agreement.
(a) Effective April 28, 2006, the Severance Agreement and Release and Waiver
(“Agreement”) between Chicago Bridge & Iron Company (Delaware) and Richard E. Goodrich,
acting Chief Financial Officer (“Goodrich”), dated October 8, 2005, as amended February 13,
2006 and March 31, 2006, has been amended to provide that Goodrich will remain as an
employee of the Company until May 31, 2006 or such other date as the parties may
subsequently agree. Goodrich will continue to receive salary and benefits as specified in
the Agreement. To the extent provisions of the Agreement are tied to a March 31, 2006
retirement date, those provisions, including the Agreement for Consulting Services, are
changed so that May 31, 2006 is the operative date. The other provisions of the Agreement
remain in effect.
In addition, the start date of the agreement with Goodrich for consulting services
(“Consulting Agreement”) entered into simultaneously with the Agreement has been deferred to
the day after Goodrich is no longer employed by us and has been extended an additional two
years (to a total of four years) during which additional two years he will be paid a
non-refundable retainer equal to $25,000 per quarter (a total of $200,000). The Consulting
Agreement also has been amended to substitute Philip K. Asherman, President and Chief
Executive Officer, in the place of Gerald M. Glenn, our former Chairman, President and Chief Executive
Officer, as the person authorized to request consulting services from Goodrich.
(b) We entered into an Agreement and Mutual Release (the “Glenn Agreement”) with
Gerald M. Glenn, our former Chairman, President and Chief Executive Officer (“Glenn”), on
May 2, 2006, to be effective on the eighth day thereafter, provided Glenn has not revoked
his Agreement (the “Effective Date”). The Glenn Agreement provides that Glenn resigns from
his positions as a member of our Supervisory Board, a member of the management board of
Chicago Bridge & Iron Company B.V. and all other positions, if any, he may hold with us, or
any of our subsidiaries or affiliates. We have agreed to make a cash payment to Glenn of
seven hundred thirty five thousand dollars ($735,000), subject to certain reductions, taxes
and withholdings, on the Effective Date. Glenn’s unvested stock options will vest according
to the schedule set forth in the applicable awards and such options and any vested options
may be exercised in accordance with the applicable plan documents. The Glenn Agreement also
contains provisions regarding confidentiality, intellectual property ownership,
non-solicitation of employees and customers, non-competition, standstill, cooperation in
certain proceedings, indemnification in accordance with and to the extent of existing
obligations, and a mutual release of claims (subject to certain exceptions) and covenant not
to sue.
Item 1.02 Termination of a Material Definitive Agreement
The Chicago Bridge & Iron Company Change of Control Severance Agreement (“Severance
Agreement”) between Glenn and us dated October 13, 2000 will be terminated as of the
Effective Date. The Severance Agreement provided that upon Glenn’s termination of employment
with the Company by the Company without “cause,”
or by Glenn with “good reason,” within three years following a “Change of Control,” Glenn
would be entitled to a lump sum payment of three times the sum of his annual base salary
plus target bonus. Glenn would also be entitled to a continuation of medical and other
benefits for a three-year period after termination of employment, payment of compensation,
payment of unvested plan benefits and Company-provided outplacement services.
Item 8.01 Other Items
Our Supervisory Board has nominated Chicago Bridge & Iron Company B.V. or Lealand
Finance Company B.V., each a wholly owned subsidiary of the Company, for the sole position
on our management board. The nominees will be voted on at our next annual general meeting.
As permitted under Dutch law and our Articles of Association, the nominations are binding
and may only be overridden by a vote of two-thirds of the votes cast at a meeting, provided
such two-thirds vote constitutes more than one-half of our issued share capital.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Letter Agreement dated April
28, 2006 amending the Severance Agreement and Release and
Waiver between Chicago Bridge & Iron Company (Delaware) and
Richard E. Goodrich, executed October 8, 2005, as amended
February 13, 2006 and March 31, 2006 (previously filed as an
Exhibit to the Company’s Forms 8-K filed October 8, 2005,
February 14, 2006 and March 31, 2006, respectively). |
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10.2 |
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Agreement and Mutual Release
between Chicago Bridge & Iron Company (Delaware), Chicago
Bridge & Iron Company N.V., Chicago Bridge & Iron Company B.V.
and Gerald M. Glenn, executed May 2, 2006. |