Form 8-K Capital Properties, Inc.
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): April 28, 2005 (April 26, 2005)
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CAPITAL PROPERTIES, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island
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(State or other jurisdiction of incorporation)
0-9380 05-0386287
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(Commission File Number) (IRS Employer Identification Number)
100 Dexter Road, East Providence, Rhode Island 02914
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(Address of principal executive offices)
(401) 435-7171
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On April 26, 2005, based upon the recommendations of the Compensation Committee
of the Board of Directors (the "Board") of Capital Properties, Inc. (the
"Registrant"), the Board approved increases to the compensation of its Chairman
and Chief Executive Officer, President and Treasurer. As approved by the Board,
the Chairman and Chief Executive Officer will receive an annual base salary in
the amount of $229,000, the President will receive an annual base salary in the
amount of $175,000 and the Treasurer will receive an annual base salary in the
amount of $155,000.
The additional compensation to Robert H. Eder includes an amount equal to that
which could be contributed to Mr. Eder under the Registrant's Simple Employee
Plan if Mr. Eder were qualified to participate in that plan.
ITEM 8.01. OTHER EVENTS
On April 26, 2005, the Committee approved the payment of a retainer and
increased its meeting fees payable to members of the Registrant's Board of
Directors (the "Board") and its committees. The annual retainer fee, as
approved, will be $10,000 to be paid in quarterly installments and the meeting
fee for the Board will be $1,000 per meeting. Additionally, meeting fees in
connection with the Registrant's Audit Committee and Compensation Committee will
be $750 for each Audit Committee meeting attended and $500 for each Compensation
Meeting attended. The maximum fees payable for attendance at Board and committee
meetings occurring on the same day is $1,500.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAPITAL PROPERTIES, INC.
By: /s/ Barbara J. Dreyer
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Barbara J. Dreyer, Treasurer
Date: April 28, 2005