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): July 21, 2005

Dycom Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Florida	001-10613	591277135
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
11770 US Highway 1, Suite 101, Palm Beach Gardens, Florida		33408
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 561-627-7171

First Union Center, Suite 500, 4440 PGA Boulevard, Palm Beach Gardens, Florida 33410
______________________________________________
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))

Item 1.01 Entry into a Material Definitive Agreement.

On July 21, 2005, the Compensation Committee ("the Committee") of the Board of Directors of Dycom Industries Inc. ("the Company") approved the accelerated vesting of all unvested stock options granted under the Company’s 1998 Incentive Stock Option Plan and the 2003 Long-term Incentive Plan to current employees and officers with per share exercise prices equal to or greater than $23.92 (the closing market price on July 21, 2005), so that each such option became fully vested. Options held by non-employee directors are excluded from the vesting acceleration. In the case of officers of the Company at or above the level of Senior Vice President, the Committee imposed a holding period that will require the optionees to refrain from selling common stock acquired upon the exercise of these options (other than shares needed to cover the exercise price and satisfying withholding taxes) until the date on which the exercise would have been permitted under the option's original vesting terms.

As a result of this action, options to purchase approximately 1.5 million shares became exercisable immediately as a result of the vesting acceleration. This includes the following number of options held by officers at or above the level of Senior Vice President: 126,000 options held by Steven E. Nielsen (President and Chief Executive Officer), 87,500 options held by Timothy R. Estes (Executive Vice President and Chief Operating Officer), and 35,000 options held by Richard L. Dunn (Senior Vice President and Chief Financial Officer), all of which are subject to the imposed holding period pursuant to an Amendment of Option Agreement (the form of which is attached as Exhibit 10.1). Approximately 460,000 unvested options, including approximately 109,000 options held by officers at or above the level of Senior Vice President, with per share exercise prices below $23.92, were not accelerated and remain subject to the original vesting requirements of the applicable option agreements.

The primary purpose of the accele rated vesting was to eliminate future compensation expense the Company would otherwise recognize in its consolidated statement of operations with respect to these accelerated options upon the adoption of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment ("SFAS 123(R)"). SFAS No. 123(R) is effective for the Company beginning in the first quarter of fiscal 2006, and will require that compensation expense associated with stock options be recognized in the statement of operations, rather than as footnote disclosure in the Company’s consolidated financial statements. The Company believes the maximum aggregate future expense that will be eliminated as a result of the acceleration of vesting of these options is approximately $21.9 million on a pre-tax basis. The acceleration of the vesting of these options did not result in a charge based on accounting principles generally accepted in the United States.

Statements in this 8 - -K that relate to future plans, events or performance are forward-looking statements reflecting management's current expectations, assumptions and estimates of future performance and economic conditions. All forward-looking statements are made in reliance on the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. Such statements include, but are not limited to, the Company’s expectations of future expense that will be eliminated as a result of the acceleration of vesting of these options. These statements are based on management’s current expectations, estimates and projections. Forward-looking statements are subject to risks and uncertainties that may cause actual results in the future to differ materially from the results projected or implied in such statements. Such risks and uncertainties include unexpected changes in accounting rules, as well as other risks detailed in our filings with the Securities and Exchange Commission.

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.

	Dycom Industries, Inc.
July 21, 2005	By:	/s/ Steven E. Nielsen
		Name: Steven E. Nielsen
		Title: President and Chief Executive Officer

Exhibit Index

Exhibit No.	Description
10.1	Form of Amendment of Option Agreement

EX-10.1

[FORM OF AMENDMENT OF OPTION AGREEMENT]

Re: Amendment of Option Agreement

Dear      :

Dycom Industries, Inc. (the “Company”) has determined that it is advisable to accelerate vesting of all of its outstanding and otherwise unvested stock option grants with exercise prices that are greater than or equal to the Company’s closing price on the New York Stock Exchange (“NYSE”) as of July 21, 2005 (other that those held by non-executive directors). Subject to the condition set forth below, this accelerated vesting will apply to all stock options that have been granted to you by the Company under its 1998 Incentive Stock Option Plan or 2003 Long-Term Incentive Plan (the “Plans”) with exercise prices that are greater than or equal to the Company’s closing price on the NYSE as of July 21, 2005 that are outstanding and otherwise unvested as of the date of this letter (your “Outstanding Options”).

This accelerated vesting of your Outstanding Options is conditioned, however, on your agreement that you will not sell, transfer, assign, pledge or otherwise dispose of, alienate, or encumber, either voluntarily, or involuntarily, any shares that you acquire on exercising the accelerated portion of your Outstanding Options (other than shares required to cover the exercise price and satisfy withholding taxes) at any time before that portion of your Outstanding Options would have vested under the terms of the applicable Plan or award agreement (without giving effect to this acceleration, but including any possible acceleration of vesting that would otherwise occur following a change in control or other circumstances causing accelerated vesting as set forth in the applicable Plan and award agreement or any other agreement between you and the Company). Except as provided herein, any sale or transfer, or purported sale or transfer, of any such shares or any interest therein prior to that vesting date shall be null and void.

If you decide to exercise the accelerated portion of your Outstanding Options prior to the time that portion of your Outstanding Options would have otherwise vested (including accelerated vesting set forth in the applicable Plan or award agreement or any other agreement between you and the Company), the Company will issue shares only in certificate form evidencing that the shares you acquire on exercise with the following legend and such other legends as may be acquired or appropriate under applicable law:

“THE OWNERSHIP OF THIS CERTIFICATE AND THE SHARES OF STOCK EVIDENCED HEREBY AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND DYCOM INDUSTRIES, INC. A COPY OF SUCH AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF DYCOM INDUSTRIES, INC.”

Additionally, you agree to redeliver the certificates to the Company to be held by the Company until the restrictions on transfer have lapsed (i.e., until the accelerated portion of your Outstanding Options would have otherwise vested). Promptly after the transfer restrictions on any such shares have lapsed, the Company will deliver to you a certificate or certificates, free of the restrictive legend described above, evidencing such shares. Upon the occurrence of a stock split, reverse stock split, stock dividend or any other change in capitalization, reorganization, merger or similar event affecting the Company’s common stock, the transfer restrictions set forth above applicable to any stock that you may have acquired upon exercise of an option will continue in effect with respect to any consideration or other securities received in respect of such stock.

By executing this agreement, you and the Company agree that this letter amendment amends, and supersedes any inconsistent provisions of, the award agreements evidencing your Outstanding Options.

Please acknowledge your agreement with the foregoing by signing the enclosed copy of this letter agreement where indicated below and returning the executed copy to the Company care of Richard B. Vilsoet, General Counsel. You should return the letter so that it is received by the Company no later than July 21, 2005. If you have any questions, please call Richard Vilsoet at (561) 799-2231.

Sincerely,

Richard B. Vilsoet
General Counsel

Acknowledged and Agreed:

By:

[Name of Optionee]