UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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):
June
15, 2007
Modine
Manufacturing Company
Exact
name of registrant as specified in its charter
|
Wisconsin
|
1-1373
|
39-0482000
|
|
State
or other jurisdiction of incorporation
|
Commission
File Number
|
I.R.S.
Employer Identification Number
|
|
1500
DeKoven Avenue, Racine, Wisconsin
|
53403
|
|
Address
of principal executive offices
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Zip
Code
|
|
Registrant
s telephone number, including area code:
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(262)
636-1200
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Check
the
appropriate 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
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE
OF CONTENTS
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Item
9.01 Financial
Statements and Exhibits
Signature
INFORMATION
TO BE INCLUDED IN THE REPORT
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On
June
15, 2007, Modine Manufacturing Company (the “Company” or “Modine”) entered into
new employment agreements with each of David B. Rayburn, President and Chief
Executive Officer (the Company’s principal executive officer); Bradley C.
Richardson, Executive Vice President, Finance and Chief Financial Officer
(the
Company’s principal financial and accounting officer); Thomas A. Burke,
Executive Vice President and Chief Operating Officer; and Anthony C. De Vuono,
Vice President and Chief Technology Officer. Each of the above-named officers
was party to an employment agreement and a change in control agreement with
the
Company prior to entering into these agreements. With the agreements dated
as of
June 15, 2007, which supersede and replace the former agreements, the terms
of
the existing employment agreements and change in control agreements were
combined into one agreement for each officer; provided, however, that the
severance available to Mr. Burke upon the occurrence of a change in control
was
enhanced as discussed below. In addition, the agreements executed on June
15,
2007 refer to the provisions of Section 409A of the Internal Revenue Code
of
1986, as amended (the “Code”), so that the officer may take advantage of certain
safe harbor provisions available under that section of the Code.
Employment
Agreement between the Company and Mr. Rayburn:
Mr.
Rayburn was a party to an employment agreement dated as of May 16, 2001 and
a
change in control and termination agreement dated May 20, 1999. The employment
agreement dated as of June 15, 2007 supersedes and replaces the former
agreements. The employment agreement between Mr. Rayburn and the Company
dated
as of June 15, 2007 is filed with the SEC as Exhibit 10.1 to this Current
Report
on Form 8-K.
Employment
Agreement between the Company and Mr. Richardson:
Mr.
Richardson was a party to an employment agreement dated as of May 12, 2003
and a
change in control and termination agreement dated May 12, 2003. The employment
agreement dated as of June 15, 2007 supersedes and replaces the former
agreements. The employment agreement between Mr. Richardson and the Company
dated as of June 15, 2007 is filed with the SEC as Exhibit 10.2 to this Current
Report on Form 8-K.
Employment
Agreement between the Company and Mr. Burke:
Mr.
Burke was party to an employment agreement dated as of May 31, 2005 and a
change
in control and termination agreement dated May 31, 2005. The employment
agreement dated as of June 15, 2007 supersedes and replaces the former
agreements. Mr. Burke’s former employment agreement contained the same 36 month
term, however, under the former change in control and termination agreement,
in
the event of a change in control and the termination of Mr. Burke’s employment
within the 24 months following a change in control, Mr. Burke would have
received, among other benefits, two
times
the greater of: (i) the sum of his base salary and target bonus or
(ii) his five year average base salary and actual bonus (or the duration of
his employment, if less than five years), payable in a lump sum and coverage
for
himself and his spouse under all welfare plans maintained by the Company
in
which such persons were participating immediately prior to the termination
for a
period of two
years.
In addition, in order to trigger the change in control benefits, Mr. Burke’s
employment would have to have been terminated during the 24 months following
a
change in control by the Company for any reason other than Good Cause, by
Mr.
Burke for Good Reason or, during the 13th
month
after the change in control, by Mr. Burke for any reason.
Under
the
agreement dated as of June 15, 2007, Mr. Burke is entitled, among other
benefits, to received three
times
the greater of: (i) the sum of his base salary and target bonus or
(ii) his five year average base salary and actual bonus (or the duration of
his employment, if less than five years), payable in a lump sum and coverage
for
himself and his spouse under all welfare plans maintained by the Company
in
which such persons were participating immediately prior to the termination
for a
period of three
years.
In addition, Mr. Burke may trigger these benefits by terminating his employment
for any reason during the 24 months following a change in control. The benefits
would also be triggered by the Company’s termination of Mr. Burke for any
reason, other than Good Cause, during that 24 month period.
The
employment agreement between Mr. Burke and the Company dated as of June 15,
2007
is filed with the SEC as Exhibit 10.3 to this Current Report on Form
8-K.
Employment
Agreement with Mr. De Vuono:
Mr. De
Vuono was a party to an employment agreement dated as of May 16, 2001 and
a
change in control and termination agreement dated May 20, 1999. The employment
agreement dated as of June 15, 2007 supersedes and replaces the former
agreements. The employment agreement between Mr. De Vuono and the Company
dated
as of June 15, 2007 is filed with the SEC as Exhibit 10.4 to this Current
Report
on Form 8-K.
Item
9.01 Financial
Statements and Exhibits
(c) Exhibits
Exhibit
No. Description
|
10.1
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|
Employment
Agreement between Modine Manufacturing Company and David B. Rayburn
dated
as of June 15, 2007
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|
10.2
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|
Employment
Agreement between Modine Manufacturing Company and Bradley C. Richardson
dated as of June 15, 2007
|
|
10.3
|
|
Employment
Agreement between Modine Manufacturing Company and Thomas A. Burke
dated
as of June 15, 2007
|
|
10.4
|
|
Employment
Agreement between Modine Manufacturing Company and Anthony C. De
Vuono
dated as of June 15, 2007
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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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Modine
Manufacturing Company
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| |
| |
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By:
/s/
D.B. Rayburn
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D.
B. Rayburn
President
and Chief Executive Officer
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| |
| |
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By:
/s/
D.R. Zakos
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D.
R. Zakos
Vice
President, General Counsel
and
Secretary
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Date:
June 18, 2007
EXHIBIT
INDEX
Exhibit
No. Description
|
10.1
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Employment
Agreement between Modine Manufacturing Company and David B. Rayburn
dated
as of June 15, 2007
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|
10.2
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|
Employment
Agreement between Modine Manufacturing Company and Bradley C. Richardson
dated as of June 15, 2007
|
|
10.3
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|
Employment
Agreement between Modine Manufacturing Company and Thomas A. Burke
dated
as of June 15, 2007
|
|
10.4
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|
Employment
Agreement between Modine Manufacturing Company and Anthony C. De
Vuono
dated as of June 15, 2007
|