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)
May 27, 2008 (May 27,
2008)
STERLING
CHEMICALS, INC.
(Exact name of registrant as specified
in its charter)
| |
|
|
|
|
| Delaware |
|
000-50132 |
|
76-0502785 |
| (State or other jurisdiction of |
|
(Commission File No.) |
|
(IRS Employer |
| incorporation |
|
|
|
Identification No.) |
| |
|
|
|
|
| 333 Clay Street, Suite 3600 |
|
|
|
77002-4109 |
| Houston, Texas |
|
|
|
(Zip Code) |
| (Address of principal execute offices) |
|
|
|
|
(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:
| 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)) |
Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Effective as of May 27, 2008, John
V. Genova was appointed President and Chief Executive Officer of Sterling
Chemicals, Inc. (“Sterling”) and elected as a member of its Board
of Directors. Mr. Genova succeeds Richard K. Crump, who retired as
President and Chief Executive Officer effective as of May 27, 2008 but will
remain a member of Sterling’s Board of Directors. The press release announcing
the appointment of Mr. Genova and retirement of Mr. Crump is attached
to this Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Mr. Genova’s employment as
Sterling’s President and Chief Executive Officer is governed by an Employment
Agreement (the “Employment Agreement”) dated effective as of
May 27, 2008, a copy of which is attached to this Form 8-K as
Exhibit 10.1 and incorporated by reference herein. Under the Employment
Agreement, Mr. Genova earns a base salary initially set at $395,000 per
year (subject to annual increases at the discretion of Sterling’s Board of
Directors) and he participates in its bonus and incentive plans and all of its
other employee benefit plans made available to its executive officers generally.
In addition, when Mr. Genova signed the Employment Agreement, Sterling
granted Mr. Genova options to acquire 120,000 shares of Sterling’s common
stock at an exercise price of $31.60 per share. These options, which were
granted under Sterling’s Amended and Restated 2002 Stock Plan, have a ten-year
term and will vest and become exercisable in three equal, annual installments,
with the first installment vesting and becoming exercisable on May 27, 2009
(subject to Mr. Genova’s continued employment with Sterling on each
applicable vesting date).
Under the Employment Agreement,
Mr. Genova is eligible for severance benefits if his employment is
terminated in specified ways and for specified reasons. That termination must
either result from the expiration of the term of the Employment Agreement,
Mr. Genova resigning for “Good Reason” or Mr. Genova being terminated
by Sterling without “Cause” (as these terms are defined in the Employment
Agreement). The Employment Agreement is initally for a three–year term with
automatic one-year extensions each year unless Sterling elects to stop the
automatic extensions. If Mr. Genova’s employment with Sterling is
terminated in a way that results in his being eligible for severance benefits
under the Employment Agreement, Mr. Genova is entitled to a lump sum
payment determined by multiplying his annual base salary plus his Target Bonus
(as defined in the Employment Agreement) by 2.75. Once the base amount of the
lump sum payment is determined, the final amount of the lump sum payment depends
on whether a “Change of Control” (as defined in the Employment Agreement) occurs
during the period starting two years prior to the termination of his employment
and ending 180 days after the date of the termination of his employment. If
a Change of Control has not (and does not) occur within that specified period,
the amount of the lump sum payment is reduced by 50%. However, if the lump sum
payment is payable in connection with a Change of Control, up to 50% of the lump
sum payment is subject to repayment by Mr. Genova if he, within one year
after the termination of his employment, owns, manages, operates or controls (or
joins in the ownership, management, operation or control of), or becomes
employed by or connected in any manner with, any business engaged in the
manufacture or sale of acetic acid acetic acid, propylene, biodiesel or
renewable fuels anywhere in Texas or any of its contiguous states.
1
Currently, if Mr. Genova
terminated his employment for Good Reason or was terminated by Sterling for
Cause, he would be paid a lump sum amount equal to $2,172,500 if a Change of
Control occurs during his protection period or $1,086,250 if no Change of
Control occurs during his protection period.
In addition to the lump sum payment,
Mr. Genova would also be entitled to his accrued but unpaid salary,
compensation for unused vacation time and any unpaid vested benefits earned or
accrued under any of Sterling’s benefit plans (other than qualified plans).
Also, for a period of 18 months, Mr. Genova (and the members of his
family who are currently eligible to receive benefits under Sterling’s primary
group medical plan) would continue to be covered by all of Sterling’s life,
health care, medical and dental insurance plans and programs (excluding
disability) to the extent it continues to provide such coverage to its executive
officers generally, as long as he makes a timely COBRA election and pays the
regular employee premiums required under Sterling’s plans and programs. In
addition, Sterling’s obligation to continue to provide coverage under its plans
and programs with respect to any particular type of plan or program ends if and
when Mr. Genova becomes eligible for similar coverage under a subsequent
employer’s plan without being subject to any preexisting-condition exclusion
under that plan.
If any payment or distribution to
Mr. Genova under the Employment Agreement is subject to excise tax pursuant
to Section 4999 of the Internal Revenue Code, he is also entitled to
receive a gross-up payment from us in an amount such that, after payment by
Mr. Genova of all taxes on the gross-up payment, the amount of the gross-up
payment remaining is equal to the lesser of (i) the excise tax imposed
under Section 4999 of the Internal Revenue Code and (ii) 25% of the
sum of Mr. Genova’s annual base compensation plus his Bonus Target under
Sterling’s Bonus Plan for the year of payment.
2
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
|
*10.1 Employment Agreement between Sterling
Chemicals, Inc. and John V. Genova |
| 99.1 |
Press Release of Sterling Chemicals,
Inc., dated May 27, 2008 |
|
|
|
| * |
|
Management contracts or compensatory
plans or arrangements. |
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.
| |
|
|
|
|
| Date: May 27, 2008 |
STERLING CHEMICALS, INC. |
|
| |
By: |
/s/ John
R. Beaver |
|
| |
|
John R. Beaver |
|
| |
|
Senior Vice President – Finance and Chief
Financial Officer |
|
| |
EXHIBIT INDEX
| |
|
|
| Exhibit
No. |
|
Description |
|
|
|
|
|
*10.1 |
|
Employment Agreement between Sterling Chemicals,
Inc. and John V. Genova |
|
|
|
|
|
99.1 |
|
Press Release of Sterling Chemicals, Inc., dated
May 27, 2008 |
|
|
|
| * |
|
Management contracts or compensatory
plans or arrangements. |