Attached files
file | filename |
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EX-10.1 - EX-10.1 - Pike Corp | d667975dex101.htm |
EX-10.2 - EX-10.2 - Pike Corp | d667975dex102.htm |
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 30, 2014
PIKE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
North Carolina | 1-32582 | 20-3112047 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Pike Way
Mount Airy, NC 27030
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (336) 789-2171
Not Applicable
(Former Name 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:
¨ | 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 January 30, 2014, the Board of Directors of Pike Corporation (the Company) approved a new form indemnification agreement (the Indemnification Agreement), which was entered into by the Company and each member of its Board of Directors (collectively, the Directors). The Indemnification Agreements were entered into as a result of the reincorporation of the Company from the State of Delaware to the State of North Carolina on November 5, 2013 (the Reincorporation) and provide benefits under North Carolina law comparable to those set forth in the prior indemnification agreements between the Company and the Directors, which were subject to Delaware law. Specifically, the Indemnification Agreements provide that the Company will indemnify and hold harmless a Director if the Director is made or is threatened to be made a party to or is otherwise involved in certain legal proceedings as a result of actions related to the Directors service as a director of the Company or as a director, officer, partner, member, trustee, administrator, employee or agent of another enterprise at the Companys request. Such indemnification includes all attorneys and experts fees and expenses and all other costs and expenses in connection with investigating, defending, being a witness in or otherwise participating in (including an appeal), or preparing to investigate, defend, be a witness in or otherwise participate in (including an appeal) any such proceeding, provided that the Director acted in good faith and in a manner the Director reasonably believed to be in or not opposed to the best interests of the Company. The Indemnification Agreements require the Company to advance the expenses incurred by a Director in defending against any such proceeding. However, the Director must deliver an undertaking to the Company to repay all amounts advanced unless it is ultimately determined that the Director is entitled to be indemnified. The rights of the Directors under the Indemnification Agreements are not exclusive and are in addition to their rights under the Companys Amended and Restated Articles of Incorporation, Amended and Restated Bylaws and under applicable law.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by the contents of such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On January 31, 2014, also as a result of the Reincorporation, the Company entered into an amendment (the Amendment) with each of Anthony K. Slater, Audie G. Simmons and Timothy G. Harshbarger to their executive employment agreements (the Employment Agreements) to provide that the indemnification provisions of the Employment Agreements would be governed by North Carolina law and subject to North Carolina venue. A copy of the form of Employment Agreement was attached as Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on June 12, 2009.
On January 30, 2014, J. Eric Pike, the Companys Chairman and Chief Executive Officer, entered into the Indemnification Agreement as a Director, and the disclosure required by this Item and included in Item 1.01 with respect thereto is incorporated by reference.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the contents of such agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:
Exhibit |
Exhibit Description | |
10.1* | Form of Indemnification Agreement between Pike Corporation and its directors | |
10.2* | Form of Amendment to Employment Agreement between Pike Corporation and its executive officers |
* | Indicates a management contract or compensatory plan or arrangement. |
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.
PIKE CORPORATION | ||||
Date: January 31, 2014 | By: | /s/ Anthony K. Slater | ||
Name: | Anthony K. Slater | |||
Title: | Executive Vice President and | |||
Chief Financial Officer |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: | Commission File No: | |||||
January 30, 2014 | 1-32582 |
PIKE CORPORATION
EXHIBIT INDEX
Exhibit |
Exhibit Description | |
10.1* | Form of Indemnification Agreement between Pike Corporation and its directors | |
10.2* | Form of Amendment to Employment Agreement between Pike Corporation and its executive officers |
* | Indicates a management contract or compensatory plan or arrangement. |