8-K
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 5, 2006
UST
INC.
(Exact Name of Registrant as Specified in Its Charter)
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| DELAWARE
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0-17506
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06-1193986 |
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| (State or Other Jurisdiction of
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(Commission
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I.R.S. Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 100 West Putnam Avenue, Greenwich, Connecticut
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06830 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(203) 661-1100
(Registrant’s Telephone Number, Including Area Code)
None
(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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
As described in the Company’s Current Report on Form 8-K dated April 13, 2005 (the “2005 8-K”) the
Board of Directors (the “Board”) of UST Inc. (the “Company”) approved the UST Inc. Director
Deferral Program (the “Plan”) allowing for the deferral of non-employee director annual stock
awards under the UST Inc. 2005 Long-Term Incentive Plan effective April 7, 2005. A summary of the
terms of the Plan was filed as Exhibit 10.1 to the 2005 8-K. A final document governing the Plan
was not adopted at that time, as regulations under Section 409A of the Internal Revenue Code of
1986, as amended, had not yet been promulgated. Since then, the Treasury Department has issued
additional guidance and on April 5, 2006, the Compensation Committee of the Board approved the
final document governing the terms of the Plan.
A copy of the Plan is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 UST Inc. Director Deferral Program
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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.
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| Dated: April 10, 2006 |
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UST INC. |
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By:
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/s/ Richard A. Kohlberger |
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Name:
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Richard A. Kohlberger |
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Title:
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Senior Vice President, General Counsel and Secretary |
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