-----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, PA61FmE+5H9mFAZlYA6q7zdoQ1hW8ABAX8OTbiOsMR7Zr7Q956mqAZoAQaapYZg4 lfk17YX83RCks882h5F/Ww== 0000353567-05-000025.txt : 20050611 0000353567-05-000025.hdr.sgml : 20050611 20050601165601 ACCESSION NUMBER: 0000353567-05-000025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050514 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events FILED AS OF DATE: 20050601 DATE AS OF CHANGE: 20050601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICO INC CENTRAL INDEX KEY: 0000353567 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 760566682 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08327 FILM NUMBER: 05871336 BUSINESS ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7133514100 MAIL ADDRESS: STREET 1: 5333 WESTHEIMER ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77056 8-K 1 body.htm FY05 Q3 STOCK OPTIONS FY05 Q3 Stock Options


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): May 14, 2005
 
____________________

ICO, INC.
(Exact name of registrant as specified in its charter) acquisition


Texas
(State or other jurisdiction
of incorporation)
0-10068
(Commission File
Number)
76-0566682
(I.R.S. Employer
Identification No.)

5333 Westheimer Road
Suite 600
Houston, Texas 77056
(Address of principal executive offices and zip code)

(713) 351-4100
(Registrant’s telephone number, including area code)

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))




ITEM 1.01  Entry into a Material Definitive Agreement

On May 25, 2005, the Compensation Committee (“Committee”) of the Board of Directors of ICO, Inc. (the “Company”) granted the following stock options pursuant to the terms of the Company’s 1996 Employee Stock Option Plan: (i) to Steve Barkmann (President, Bayshore Industrial), options to purchase 50,000 shares of ICO, Inc. common stock (“Shares”); (ii) to Derek R. Bristow (President, ICO Europe), options to purchase 30,000 Shares; and (iii) to Dario Masutti (President, ICO Courtenay-Australasia), options to purchase 20,000 Shares. Each of the above-referenced options vest as follows: 20% vest immediately, and 20% vest on each of the first, second, third, and fourth anniversaries of the date of grant. The exercise price for all of the referenced options is the fair market value of the Shares (as defined in the plan) on the date of grant, which was $2.45 per share.

On May 25, 2005, the Committee also approved extending the term of certain stock option agreements, representing options to purchase an aggregate of 180,000 Shares (at various exercise prices ranging from $2.70 to $4.00 per share), previously entered into with Christopher N. O’Sullivan, the Chairman of the Company’s Board of Directors. The referenced option agreements were entered into by Mr. O’Sullivan on June 21, 2001, pursuant to the Company’s 1995, 1996, and 1998 Employee Stock Option Plans. All of the referenced options were scheduled to expire on the earlier of June 21, 2006 or three months after Mr. O’Sullivan’s employment terminates. Pursuant to an amendment to his employment agreement dated May 10, 2005 (and filed as Exhibit 10.3 to the Company’s Form 10-Q filed on May 12, 2005), effective June 1, 2005, Mr. O’Sullivan’s employment with the Company terminates, although he shall continue to serve as Chairman of Board. As a result of the amendment to the referenced stock option agreements, the subject options to purchase an aggregate of 180,000 Shares are now scheduled to expire on the earlier of June 21, 2006 or three months after Mr. Sullivan ceases to serve as a director on the Company’s Board of Directors. There were no other changes to the terms and conditions of the referenced stock option agreements.

ITEM 8.01  Other Events

On May 14, 2005, the Company entered into a Separation Agreement and Release (“Separation Agreement”) with David J. Phillips, who had served as the Company’s President, ICO Americas. Mr. Phillips relinquished his position as President, ICO Americas on May 13, 2005. Pursuant to and/or in connection with entering the Separation Agreement, the Company agreed to pay Mr. Phillips a one-time payment of $20,000, to pay nine months of Mr. Phillips’ premiums pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), and to enter into a Consulting Services Agreement, pursuant to which Mr. Phillips continues to perform business development and other services on behalf of the Company.



SIGNATURES
 
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.
 
 
 
ICO, INC.
     
Date:   June 1, 2005
By:
/s/ Jon C. Biro
 
Name:
Jon C. Biro
 
Title:
Chief Financial Officer and
   
Treasurer
     

 

 
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