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 26, 2005
KIRBY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 1-7615 75-1884980
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
55 WAUGH DRIVE, SUITE 1000
HOUSTON, TEXAS 77007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 435-1000
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 (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 April 26, 2005, the stockholders of Kirby Corporation (together with its
subsidiaries, referred to in this report as the "Company") approved the
Company's 2005 Stock and Incentive Plan (the "Plan"). The Plan had been adopted
by the Company's Board of Directors on March 3, 2005, subject to stockholder
approval. The following summary of the terms and conditions of the Plan is
qualified in its entirety by reference to the full text of the Plan which is
included as Exhibit 10.1 to this report.
Eligibility
Employees of the Company, including all of the Company's executive
officers, are eligible to participate in the Plan.
Types of Awards
The Plan authorizes the granting of incentive stock options ("Incentive
Options") and nonincentive stock options ("Nonincentive Options") to purchase
common stock of the Company to employees of the Company. Unless the context
otherwise requires, the term "Options" includes both Incentive Options and
Nonincentive Options.
The Plan also authorizes awards of restricted stock ("Restricted Stock").
The vesting and number of shares of a Restricted Stock award may be conditioned
upon one or a combination of:
- the completion of a specified period of service with the Company;
- the attainment of goals related to the performance of the Company
or a division, department or unit of the Company;
- the performance of the Company's common stock; or
- the performance of the recipient of the Restricted Stock award.
The Compensation Committee of the Company's Board of Directors will
determine whether a recipient of Restricted Stock will have the right to vote or
receive dividends before the Restricted Stock has vested.
The Plan also authorizes awards intended to be "performance-based
compensation" which are payable in stock, cash or a combination of stock and
cash ("Performance Awards"). Any Performance Awards granted will vest upon the
achievement of performance objectives. The Compensation Committee will establish
the performance objectives, the length of the performance period and the form
and time of payment of the award.
Administration
The Plan will be administered by the Compensation Committee. The
Compensation Committee has the authority to interpret and adopt rules and
regulations for carrying out the
Plan. All decisions and acts of the Compensation Committee shall be final and
binding on all participants under the Plan.
Shares of Common Stock Subject to the Plan
A total of 1,000,000 shares of common stock may be issued under the Plan.
Granting of Awards
The Compensation Committee may from time to time grant Options, Restricted
Stock or Performance Awards in its discretion. No Options, Restricted Stock or
Performance Awards have been granted under the Plan.
Exercise Price of Options
The exercise price of Options granted under the Plan shall be any price
determined by the Compensation Committee, but may not be less than the fair
market value of the common stock on the date of grant. The exercise price of
Incentive Options shall not be less than 110% of the fair market value on the
date of grant if the optionee owns, directly or indirectly, stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company.
Price of Restricted Stock
The price, if any, to be paid by a recipient for Restricted Stock awarded
under the Plan shall be determined by the Compensation Committee.
Exercisability of Options
In granting Options, the Compensation Committee, in its sole discretion,
may determine the terms and conditions under which the Options shall be
exercisable.
The Compensation Committee also has the right, exercisable in its sole
discretion, to accelerate the date on which all or any portion of an Option may
be exercised or otherwise waive or amend any conditions in respect of all or a
portion of the Options held by an optionee.
In the event of a Change in Control (as defined in the Plan), all Options
outstanding at the time of the Change in Control will become immediately
exercisable unless otherwise provided in the option agreement. In the event of a
merger, consolidation or other reorganization of the Company in which the
Company is not the surviving entity, the Compensation Committee may provide for
payment of cash or securities of the Company in satisfaction of the Options.
Vesting of Restricted Stock
In granting Restricted Stock awards, the Compensation Committee, in its
sole discretion, may determine the terms and conditions under which the
Restricted Stock awards shall vest.
The Compensation Committee also has the right, exercisable in its sole
discretion, to accelerate the date on which Restricted Stock may vest or
otherwise waive or amend any conditions in respect of a grant of Restricted
Stock.
In the event of a Change in Control, all shares of Restricted Stock will
vest unless the restricted stock agreement with the recipient specifies
otherwise.
Terms of Performance Awards
In granting performance awards, the Compensation Committee may determine
the target and maximum value of the performance award and the date or dates when
performance awards are earned. However, for performance awards granted to the
chief executive officer or the four most highly compensated officers of the
Company other than the chief executive officer, the Compensation Committee may
not grant performance awards after the earlier of:
- 90 days after the beginning of the performance period;
- the date on which 25% of the performance period has elapsed; or
- the date on which the satisfaction of the performance objectives
becomes substantially certain.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- -----------------------------------------------
10.1 Kirby Corporation 2005 Stock and Incentive Plan
10.2 Form of Nonincentive Stock Option Agreement
10.3 Form of Incentive Stock Option Agreement
10.4 Form of Restricted Stock Agreement
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.
KIRBY CORPORATION
By /s/ NORMAN W. NOLEN
--------------------------------------
Norman W. Nolen
Executive Vice President,
Treasurer and Chief Financial Officer
Date: April 29, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------- -----------------------------------------------
10.1 Kirby Corporation 2005 Stock and Incentive Plan
10.2 Form of Nonincentive Stock Option Agreement
10.3 Form of Incentive Stock Option Agreement
10.4 Form of Restricted Stock Agreement