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
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Date of Report (Date of earliest event reported)
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December 15, 2005 |
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Commission File Number:
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1-5273-1 |
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(Exact name of Registrant as specified in its charter)
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| New York
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13-2565216 |
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(State of other jurisdiction
of incorporation)
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(IRS Employer
Identification No.) |
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| 650 Fifth Avenue, New York, New York
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10019-6108 |
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| (Address of principal executive offices)
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(Zip Code) |
(212) 757- 3300
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, 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 (17CFR 240.13e-4(c)
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 15, 2005, the Compensation Committee of the Board of Directors approved the accelerated
vesting and exercisability of all unvested and unexercisable stock options to purchase common
shares of the Company held by directors or officers on December 19, 2005. As a result, options to
purchase 223,913 common shares, which would otherwise have vested and become exercisable from time
to time over the next four years, will become fully vested and immediately exercisable as of
December 19, 2005. The number of shares and exercise prices of the options subject to acceleration
are unchanged. The accelerated options have exercise prices between $15.82 and $26.94 per share,
with a total weighted average exercise price per share of $22.70. The accelerated options include
146,213 options held by directors and executive officers and 77,700 options held by other officers.
In order to limit unintended personal benefits to officers and directors, the Compensation
Committee imposed transfer restrictions on any shares received by an optionee upon exercise of an
accelerated option before the earliest date on which, without giving effect to such acceleration,
such option would nonetheless have been vested and exercisable in respect of such shares (assuming
the optionee remained an employee or member of the Board of
Directors, as applicable). Such transfer restrictions will expire on the earlier of such earliest
date or the date of the optionee’s death.
The Company estimates that accelerating the vesting and exercisability of these options will
eliminate approximately $0.7 million of non-cash compensation expense that would otherwise have
been recorded in the Company’s income statements for future periods upon its adoption as of January
1, 2006, of FASB Statement of Financial Accounting Standards No. 123R, Share-Based Payment. Since
the Company currently accounts for its stock options in accordance with Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees, it will report, for disclosure purposes
only, compensation expense related to the affected options in the notes to its 2005 financial
statements.