-----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, Bx6The5pJdIBEnFBbS9Lf0l6ZJBcpj8vPRUYUU0vo5XVAovuI8pkIAcynXrJQ1MH r34lwa2HgRP8a3e4sLGdnA== 0000950129-05-005528.txt : 20050519 0000950129-05-005528.hdr.sgml : 20050519 20050519162222 ACCESSION NUMBER: 0000950129-05-005528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050518 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050519 DATE AS OF CHANGE: 20050519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KCS ENERGY INC CENTRAL INDEX KEY: 0000832820 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 222889587 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13781 FILM NUMBER: 05845230 BUSINESS ADDRESS: STREET 1: 5555 SAN FELIPE ROAD CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 9086321770 FORMER COMPANY: FORMER CONFORMED NAME: KCS GROUP INC DATE OF NAME CHANGE: 19920310 8-K 1 h25721e8vk.txt KCS ENERGY, INC. - DATED 5/18/2005 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 18, 2005 KCS ENERGY, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-13781 22-2889587 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 5555 SAN FELIPE ROAD, SUITE 1200 HOUSTON, TEXAS 77056 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 877-8006 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)) ITEM 8.01 OTHER EVENTS. On March 4, 2005, the Board of Directors of KCS Energy, Inc. ("KCS") approved the KCS Energy, Inc. 2005 Employee and Directors Stock Plan (the "Plan"), subject to stockholder approval at KCS' 2005 annual meeting of stockholders. A description of the Plan is included under the heading "Proposal 2: Approval of Employee and Directors Stock Plan" in KCS' definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2005. On May 18, 2005, the Board of Directors of KCS Energy, Inc. adopted the First Amendment of KCS Energy, Inc. 2005 Employee and Directors Stock Plan (the "Amendment"), which amended the Plan only to decrease the number of authorized shares under the Plan from 5,708,779 to 5,508,779. As set forth in the Plan and the Amendment, the number of authorized shares will be reduced by 1,708,779 shares of KCS common stock, representing the total number of shares underlying options and awards granted and outstanding on March 31, 2005 under the terms of the KCS Energy, Inc. 2001 Employee and Directors Stock Plan. A copy of the Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. EXHIBIT NUMBER DESCRIPTION - -------------- ---------------------------------------------------------- Exhibit 10.1 First Amendment of KCS Energy, Inc. 2005 Employee and Directors Stock Plan. 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. KCS ENERGY, INC. Date: May 19, 2005 /s/ Frederick Dwyer ---------------------------------------- Frederick Dwyer Vice President, Controller and Secretary EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - -------------- ---------------------------------------------------------- Exhibit 10.1 First Amendment of KCS Energy, Inc. 2005 Employee and Directors Stock Plan. EX-10.1 2 h25721exv10w1.txt FIRST AMEND. TO 2005 EMPLOYEE AND DIRECTOR STOCK PLAN EXHIBIT 10.1 FIRST AMENDMENT OF KCS ENERGY, INC. 2005 EMPLOYEE AND DIRECTORS STOCK PLAN THIS AMENDMENT made as of the date set forth below by KCS Energy, Inc. (the "Company"), W I T N E S S E T H: WHEREAS, the Company has previously adopted the KCS Energy, Inc. 2005 Employee and Directors Stock Plan (the "Plan") for the benefit of its eligible employees; and WHEREAS, all words with initial capital letters shall have the same meaning herein as ascribed thereto in the Plan; and WHEREAS, the Company desires to amend the Plan, effective as of May 18, 2005, to decrease the maximum number of authorized shares of Common Stock from 5,708,779 shares to 5,508,779 shares; and WHEREAS, in Section 8.8.1 of the Plan, the Board reserved the right to amend the Plan from time to time; and NOW, THEREFORE, the Plan is hereby amended, effective as of May 18, 2005, by this First Amendment thereto, as follows: 1. Section 1.3.1 of the Plan is hereby amended in its entirety to provide as follows: " 1.3.1 The aggregate number of shares of Common Stock with respect to which Options (including, without limitation, Incentive Stock Options), Retainer Stock, SARs, Restricted Stock or Stock Bonuses may be granted or awarded under the Plan shall not exceed 5,508,779 shares of Common Stock, subject to adjustment in accordance with Section 8.1 hereof, but reduced by 1,708,779, the total number of shares underlying options and awards granted and outstanding on the Effective Date ("Prior Outstanding Awards") under the terms of the KCS Energy, Inc. 2001 Employee and Directors Stock Plan (the "2001 Plan"). If, prior to the termination of the Plan, a Prior Outstanding Award shall expire, be forfeited or terminate for any reason without having been exercised in full, the shares subject to such expired, forfeited or terminated rights shall again be available for purposes of this Plan. If Prior Outstanding Awards expire, are forfeited or terminate for any reason without having been exercised in full, the number of shares of Common Stock which may be issued upon the exercise of Awards under the Plan shall be increased by the number of shares of Common Stock underlying such expired, forfeited or terminated Prior Outstanding Awards. In no event, however, will the maximum aggregate amount of Common Stock which may be issued upon exercise of all grants and awards under the Plan, including Incentive Stock Options and Prior Outstanding Awards that terminate and become available under this Plan, exceed 5,508,779 shares of Common Stock, subject to adjustment in accordance with Section 8.1 hereof." 2. Except as modified herein, the Plan is specifically ratified and affirmed. IN WITNESS WHEREOF, this First Amendment of the Plan is executed this 18th day of May, 2005, to be effective as herein provided. KCS ENERGY, INC. By: /s/ Julie A. Long -------------------------------------- Printed Name: Julie A. Long ---------------------------- Title: Vice President Human Resources ----------------------------------- 2 -----END PRIVACY-ENHANCED MESSAGE-----