SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 15, 2005
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Maritrans Inc.
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(Exact Name of Registrant Specified in Charter)
Delaware 1-9063 51-0343903
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
Two Harbour Place
302 Knights Run Avenue
Tampa, Florida 33602
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813) 209-0600
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Not Applicable
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(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):
|_| 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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On February 15, 2005, Stephen A. Van Dyck, Executive Chairman of the Board of
Directors, announced his retirement and entered into a Confidential Transition
and Retirement Agreement and General Release (the "Agreement") with Maritrans
Inc. (the "Company"). As of the date of the Agreement, Mr. Van Dyck retired and
resigned from all offices, directorships and offices with the Company, including
Executive Chairman. He will serve as a consultant to the Company until December
31, 2007. See the disclosure in Item 5.02 of this report.
The Company paid Mr. Van Dyck a lump sum severance payment of $150,000 on the
date of the Agreement. Mr. Van Dyck will receive monthly retirement payments of
$25,000 each month beginning in September 2005 and ending in June 2006, at which
time he will commence benefits under the Company's Retirement Plan and receive
the contribution to his retirement trust described below. From the date of the
Agreement until June 30, 2006, Mr. Van Dyck will make himself available for
consultation to the Chairman of the Board of Directors of the Company (which
shall not include any Board duties) and shall be paid $19,000 per month for such
services. From July 1, 2006 to December 31, 2007, Mr. Van Dyck's consulting
duties will be limited to serving as the Company's nominee in matters related to
the Company's membership in certain insurance and industry organizations and
shall receive no compensation, other than the reimbursement of expenses, for
such services.
Within 30 days of the date of the Agreement, the Company will transfer ownership
in a life insurance policy on the life of Mr. Van Dyck in the amount of $2.0
million to Mr. Van Dyck who will assume all premium obligations. Within 30 days
of June 30, 2006, the Company will contribute $1.71 million (less the aggregate
amount contributed by the Company as of the date of such contribution) to a
retirement trust maintained by the Company for Mr. Van Dyck's benefit in
satisfaction of the terms of his previous Employment Agreement.
The Agreement provides that Mr. Van Dyck's existing restricted share award will
continue to vest during the term of the Agreement. Mr. Van Dyck shall also be
entitled to an award under the Company's Cash Long Term Incentive Plan of up to
$153,000 for each year in the 2003-2005 performance period (or up to $459,000 in
the aggregate), but the actual award will be determined by the Compensation
Committee of the Board of Directors and paid at the same time that payments are
made to other executives generally.
As a condition to receiving the benefits under the Agreement, Mr. Van Dyck has,
among other things, released us from any and all past, present and future
alleged claims, agreed to keep all information relating to our business
confidential and agreed not to compete with us for a period of two years
following the date of the Agreement.
The Agreement was approved by the Compensation Committee of the Company's Board
of Directors on February 11, 2005. The Company will take a $2.4 million charge
to recognize the acceleration of Mr. Van Dyck's enhanced retirement and
consulting agreements during the first quarter of 2005. A copy of the Agreement
is filed as Exhibit 10.1 to this report and is hereby incorporated by reference
herein.
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Pursuant to the terms of the Confidential Transition and Retirement Agreement
and General Release by and between Mr. Van Dyck and the Company, Mr. Van Dyck's
Employment Agreement, dated April 1, 2003, with the Company was terminated. See
the disclosure in Items 1.01 and 5.02 of this report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 15, 2005, Stephen A. Van Dyck resigned as the Executive Chairman of
Maritrans Inc. See the disclosure in Items 1.01 and 1.02 of this report. The
Board of Directors named Mr. William A. Smith to replace Mr. Van Dyck as
Chairman and will be the Non-Executive Chairman. Mr. Smith has served as a
Director since 2003.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Confidential Transition and Retirement Agreement and General
Release, dated February 15, 2005, by and between Maritrans
Inc. and Stephen A. Van Dyck.
SIGNATURE
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.
MARITRANS INC.
By: /s/ Walter T. Bromfield
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Name: Walter T. Bromfield
Title: Chief Financial Officer
Dated: February 15, 2005