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: March 1, 2006
Date of earliest event reported: February 24, 2006
Sterling Chemicals, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-50132 76-0502785
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(Commission File Number) (IRS Employer Identification No.)
333 Clay Street, Suite 3600
Houston, Texas 77002-4109
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(Address of Principal Executive Offices and Zip Code)
(713) 650-3700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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 (see General Instruction A.2. below):
|_| 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))
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
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On February 24, 2006, the Compensation Committee of the Board of Directors
of Sterling Chemicals, Inc., a Delaware corporation ("Sterling"), authorized the
payment of discretionary bonuses to each of its employees, including each of
Sterling's executive officers in respect of the year ended December 31, 2005.
The bonuses were discretionary in that Sterling did not attain the financial
performance goals under its Bonus Plan for 2005. The Compensation Committee
considered various factors in setting the amounts of the bonuses, including the
significant efforts of management and other employees in achieving Sterling's
fixed cost reduction goal, job scope and responsibility and Sterling's need to
attract, retain and reward executive talent. In addition, the Compensation
Committee evaluated each executive's leadership by considering a variety of
factors, including, among others, developing effective cost reduction
strategies, driving results and maintaining environmental, health and safety
performance. The following table sets forth cash payments in respect of bonuses
for 2005 and 2004 to each of Sterling's executive officers who will be included
as the "Named Executive Officers" in Sterling's 2006 proxy statement:
NAME AND PRINCIPAL POSITION FISCAL YEAR BONUS
--------------------------- ----------- -----
Richard K. Crump 2005 $ 46,875
President and Chief 2004 126,140
Executive Officer
Paul G. Vanderhoven 2005 40,625
Senior VP - Finance and 2004 50,256
Chief Financial Officer
Kenneth M. Hale 2005 34,375
Senior VP, General 2004 38,250
Counsel and Secretary
Paul C. Rostek 2005 34,375
Senior VP - Commercial 2004 32,980
Walter B. Treybig 2005 34,375
Senior VP - Manufacturing 2004 30,430
On February 27, 2006, the Compensation Committee also approved the annual
base salaries (effective as of March 1, 2006) of Sterling's executive officers
after a review of performance and competitive market data. The following table
sets forth the annual base salary levels for 2006 and 2005 for each of
Sterling's Named Executive Officers:
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NAME AND PRINCIPAL POSITION FISCAL YEAR BASE SALARY
--------------------------- ----------- -----------
Richard K. Crump 2006 $ 390,000
President and Chief 2005 380,000
Executive Officer
Paul G. Vanderhoven 2006 257,000
Senior VP - Finance and 2005 246,000
Chief Financial Officer
Kenneth M. Hale 2006 222,250
Senior VP, General 2005 212,250
Counsel and Secretary
Paul C. Rostek 2006 211,250
Senior VP - Commercial 2005 201,750
Walter B. Treybig 2006 195,000
Senior VP - Manufacturing 2005 186,500
Sterling intends to provide additional information regarding the
compensation awarded to the Named Executive Officers in respect of and during
the year ended December 31, 2005 in the proxy statement for Sterling's 2006
annual meeting of stockholders, which is expected to be filed with the
Securities and Exchange Commission in March of 2006.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
STERLING CHEMICALS, INC.
By: /s/ Richard K. Crump
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Richard K. Crump
President and Chief Executive Officer
Dated: March 1, 2006
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