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): February 21, 2006
Astec Industries, Inc.
(Exact name of registrant as specified in its charter)
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Tennessee
(State or other jurisdiction
of incorporation)
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0-14714
(Commission File Number)
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62-0873631
(IRS Employer
Identification No.) |
1725 Shepherd Road
Chattanooga, Tennessee 37421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (423) 899-5898
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Astec Industries, Inc. maintains the Astec Industries, Inc. 1998 Non-Employee Directors Stock
Incentive Plan (the “Director Plan”), under which the Company’s non-employee directors may elect to
receive annual retainers in the form of cash, common stock, deferred common stock or stock options.
On February 21, 2006, the Compensation Committee of the Board of Directors adopted an amendment
(the “Amendment”) to the Director Plan to provide that to the extent non-employee directors elect
to receive their annual retainer in the form of stock options from and after August 1, 2004 (the
effective expiration of the grandfathered status of the Director Plan under Nasdaq shareholder
approval rules), such options will be granted under the Astec Industries, Inc. 1998 Long-Term
Incentive Plan, or any subsequent equity incentive plan approved by the Company’s shareholders for
the grant of options to its employees and directors. Pursuant to the Amendment, the Director Plan
will not serve as a separate source for the grant of stock options after August 1, 2004. The
Amendment is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
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