UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
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 6, 2008 (May 2,
2008)
STERLING
CHEMICALS, INC.
(Exact name of registrant as specified
in its charter)
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| Delaware |
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000-50132 |
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76-0502785 |
| (State or other jurisdiction of |
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(Commission File No.) |
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(IRS Employer Identification No.) |
| Incorporation) |
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| 333 Clay Street, Suite 3600 |
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77002-4109 |
| Houston, Texas |
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(Zip Code) |
| (Address of principal execute offices) |
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(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)) |
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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 May 2, 2008, the board of
directors of Sterling Chemicals, Inc. (the “Company”) approved the grant of
options under the Company’s Amended and Restated 2002 Stock Plan to purchase
5,000 shares of the Company’s common stock, at a price per share of $31.60, to
John R. Beaver, the Company’s Senior Vice President — Chief Financial Officer.
The options will vest in three equal annual installments beginning on
May 2, 2009. None of the options may be exercised after the tenth
anniversary of the date of grant or the earlier termination of such option, and
the options will become fully exercisable in the event of a “change of control,”
which includes the acquisition of beneficial ownership by any person (other than
Resurgence Asset Management, L.L.C. and its affiliates) of at least 50% of the
Company’s outstanding common stock or at least 50% of the combined voting power
of all the Company’s outstanding securities entitled to vote generally in the
election of directors, (ii) the sale, lease, exchange or transfer of
substantially all of the Company’s properties and assets or (iii) the
Company’s merger or consolidation with another entity if the holders of the
Company’s existing voting securities own less than a majority of the voting
securities of the surviving entity. Approval of the option grants was in
connection with Mr. Beaver’s promotion to the position of Senior Vice President
— Chief Financial Officer, so that his overall compensation and incentives would
be aligned with those of the Company’s other executive officers.
The form of option agreement used in
connection with the Mr. Beaver’s option grant described above is filed as
Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
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| Exhibit Number |
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Description |
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99.1 |
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Form of Executive Officer Stock Option
Agreement |