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)
January 15, 2009 (January 9,
2009)
STERLING
CHEMICALS, INC.
(Exact name of
registrant as specified in its charter)
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Delaware (State or other
jurisdiction of Incorporation) |
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000-50132 (Commission File No.) |
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76-0502785 (IRS Employer
Identification No.) |
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333 Clay Street,
Suite 3600 Houston, Texas (Address of principal execute
offices) |
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77002-4109 (Zip Code) |
(713) 650-3700
(Registrant’s telephone number,
including area code)
Not
Applicable
(Former names 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 (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF
CONTENTS
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers |
On January 9, 2009, certain
amendments to the Bonus Plan (as amended, the “Amended Bonus Plan”) maintained
by Sterling Chemicals, Inc. (“Sterling”) became effective, including amendments
to the criteria pursuant to which cash awards may be made to Sterling’s
President and Chief Executive Officer, Chief Financial Officer and other
officers named in the compensation table of Sterling’s most recent Proxy
Statement (the “Named Executive Officers”), as well as all other salaried
employees.
Under the Amended Bonus Plan, bonus
components remain tied to Sterling’s goals and objectives and, with respect to
the Named Executive Officers, include individualized goals based on the
executive’s ability to influence and contribute to results. The goals and
objectives for fiscal year 2009 include goals tied to employee and contractor
safety, environmental and process safety management performance, EBITDA
(earnings before interest, income taxes, depreciation and amortization)
excluding impacts of severance, bonus expense, curtailments, preferred
stock-related expenses, legal settlements or judgments and certain legal fees
and transaction costs (“Adjusted EBITDA”), improvements in Sterling’s fixed cost
levels, executive performance, implementation or completion of critical
projects, including strategic plans, and litigation management (“Performance
Goals”). Cash bonuses remain based on an employee’s “Bonus Target” (a percentage
of his or her base salary), none of which were changed for the Named Executive
Officers under the Amended Bonus Plan. However, the amount of cash bonuses
potentially payable to each employee will vary based on the number of
Performance Goals achieved (with each Performance Goal assigned a percentage
value) and the level of performance achieved with respect to each particular
Performance Goal. If the “threshold” level of performance is achieved with
respect to all of the Performance Goals in any calendar year, the relevant Named
Executive Officers are eligible for a bonus of up to 20% of their respective
Bonus Targets (or 50% in the case of the President and Chief Executive Officer).
If the “target” level of performance is achieved with respect to all of the
Performance Goals in any calendar year, the relevant Named Executive Officers
are eligible for a bonus of up to 40% of their respective Bonus Targets (or 100%
in the case of the President and Chief Executive Officer). Finally, if the
“maximum” level of performance is achieved with respect to all of Performance
Goals in any calendar year, the relevant Named Executive Officers are eligible
for a bonus of up to 80% of their respective Bonus Targets (or 200% in the case
of the President and Chief Executive Officer). The amounts of bonuses actually
paid to the Named Executive Officers may be reduced by Sterling’s Board of
Directors or Compensation Committee for various business considerations.
2
The following table sets forth the
estimated potential payments to each Named Executive Officer for fiscal year
2009 under Sterling’s Amended Bonus Plan based on each Named Executive Officer’s
current salary, assuming achievement of the same performance level (“threshold,”
“target” or “maximum”) for Sterling’s safety, environmental, process safety
management and Adjusted EBITDA goals, and each applicable Performance Goal for
each Named Executive Officer.
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Estimated Possible Payouts Under |
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Amended Bonus Plan |
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Name |
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Threshold |
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Target |
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Maximum |
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John V. Genova |
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$ |
197,500 |
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$ |
395,000 |
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$ |
790,000 |
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John R. Beaver |
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$ |
44,650 |
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$ |
89,300 |
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$ |
178,600 |
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Kenneth M.
Hale |
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$ |
48,700 |
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$ |
97,400 |
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$ |
194,800 |
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Paul C. Rostek |
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$ |
46,150 |
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$ |
92,300 |
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$ |
184,600 |
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Walter B.
Treybig |
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$ |
42,600 |
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$ |
85,200 |
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$ |
170,400 |
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Sterling’s base
salaries are reviewed by its Compensation Committee in the first quarter of each
year, with any changes effective as of March 1. Accordingly, in the event that
Sterling’s Compensation Committee increases the base salary of any of its Named
Executive Officers, the figures set forth in the above table would be adjusted
to reflect that increase.
Sterling intends to provide additional
information regarding executive officer compensation in the proxy statement for
Sterling’s 2009 annual meeting of stockholders.
A copy of the Amended Bonus Plan is
included in this Current Report as Exhibit 10.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit
Number |
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Description |
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Exhibit 10.1
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2009 Bonus
Plan |
3
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.
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| Date: January 15, 2009 |
STERLING CHEMICALS, INC. |
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By: |
/s/ John
V. Genova |
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John V. Genova |
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President and Chief Executive Officer |
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Exhibit Index
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| Exhibit
Number |
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Description |
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Exhibit 10.1
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2009 Bonus
Plan |