-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IqkY3oXj0z+yzqSBzk5QRW8VLtUbW7Jxn9u00K4kXM07uritP9C1GjvXxEQz0A97 /ZCgPcZwMc77f0L3zxplBQ== 0001157523-05-010320.txt : 20051118 0001157523-05-010320.hdr.sgml : 20051118 20051118083546 ACCESSION NUMBER: 0001157523-05-010320 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051117 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051118 DATE AS OF CHANGE: 20051118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORTHINGTON INDUSTRIES INC CENTRAL INDEX KEY: 0000108516 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES & ROLLING & FINISHING MILLS [3310] IRS NUMBER: 311189815 STATE OF INCORPORATION: OH FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08399 FILM NUMBER: 051213951 BUSINESS ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 BUSINESS PHONE: 6144383210 MAIL ADDRESS: STREET 1: 200 OLD WILSON BRIDGE ROAD CITY: COLUMBUS STATE: OH ZIP: 43085 FORMER COMPANY: FORMER CONFORMED NAME: WORTHINGTON STEEL CO DATE OF NAME CHANGE: 19720123 8-K 1 a5023876.txt WORTHINGTON INDUSTRIES 8-K - -------------------------------------------------------------------------------- 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): November 17, 2005 ----------------- WORTHINGTON INDUSTRIES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 1-8399 31-1189815 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 200 Old Wilson Bridge Road, Columbus, Ohio 43085 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (614) 438-3210 ----------------------------- 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)) Section 1 - Registrant's Business and Operations. Item 1.01. Entry into a Material Definitive Agreement. On November 17, 2005, the Board of Directors of Worthington Industries, Inc. approved Amendment No. 1 to the Worthington Industries, Inc. 2005 Non-Qualified Deferred Compensation Plan ("the Amendment"). The Amendment primarily provides for mandatory commencement of payouts upon termination from service for reasons other than retirement and has an effective date of January 1, 2005. Item 9.01. Financial Statements and Exhibits. (a)-(c) Not applicable. (d) Exhibits: Exhibit No. Description - ----------- -------------------------------------------------------------- 10.1 Amendment No. 1 to the Worthington Industries, Inc. 2005 Non-Qualified Deferred Compensation Plan. 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. WORTHINGTON INDUSTRIES, INC. Date: November 17, 2005 By: /s/ Dale T. Brinkman ------------------------------------- Dale T. Brinkman, Vice President-Administration, General Counsel & Secretary CURRENT REPORT ON FORM 8-K Report Dated November 17, 2005 EXHIBIT INDEX Exhibit No. Description - ----------- -------------------------------------------------------------- 10.1 Amendment No. 1 to the Worthington Industries, Inc. 2005 Non-Qualified Deferred Compensation Plan. EX-10.1 2 a5023876ex10_1.txt EXHIBIT 10.1 Exhibit 10.1 Execution Copy AMENDMENT NO. 1 TO THE WORTHINGTON INDUSTRIES, INC. 2005 NON-QUALIFIED DEFERRED COMPENSATION PLAN This Amendment No. 1 to the Worthington Industries, Inc. 2005 Non-Qualified Deferred Compensation Plan is executed as of the date set forth below and is to be effective as of January 1, 2005. 1. The definition of "Deferral Date" is amended in its entirety to read as follows: "Deferral Date" means the earlier of (a) the Deferral Date selected by the Participant in the Election Form, which date (if not the Participant's Separation From Service) must be at least one year after the end of the Fiscal Quarter or the pay period with respect to which the payment would otherwise be made; or (b) the date of the Participant's death; or (c) in the event of a Separation From Service for reasons other than Retirement, the Separation from Service. If no Deferral Date is selected by the Participant, the Participant shall be deemed to have selected a Deferral Date which is the Participant's Separation From Service. 2. The following definition of Retirement is added to the Plan: "Retirement" means a Separation From Service which qualifies as a Retirement under the provisions of the 401(k) Plan. 3. The following is added to Section 7.1(b): If a Participant makes no election as to the form of payment, that Participant's form of payment shall be a lump sum. 4. Section 7.1(c) is amended by adding the following at the end of such section: The above notwithstanding, a Participant may change his Deferral Date to any date beyond December 31, 2006 and/or his form of payment for any Base Salary Deferral, any Bonus Deferral, or any Employer Contribution for Plan Years 2005 and/or 2006 (interpreted in accordance with and subject to IRS Regulations) by filing an amended Election Form on or before December 31, 2006. 5. The Plan is amended by adding the following Section 7.5: Section 7.5 Payout of Accounts Under $10,000: -------------------------------- Notwithstanding any provision in this Article VII to the contrary, if the total of the Participant's Account under the Plan and his Accounts under all other non-qualified deferred compensation plans of the Employer total less than $10,000, his accounts will be distributed in a lump sum on or before the later of December 31 of the calendar year in which his Separation From Service occurs or the 15th day of the third month following his Separation From Service. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of November 17, 2005. WORTHINGTON INDUSTRIES, INC. By: /s/ Dale T. Brinkman ------------------------------------- Dale T. Brinkman, Vice President- Administration, General Counsel and Secretary -----END PRIVACY-ENHANCED MESSAGE-----