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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 2, 2006 (March 2, 2006)
March 2, 2006 (March 2, 2006)
| WESCO International, Inc. | ||
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-14989 | 25-1723342 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania |
15219 | |
| (Address of principal executive offices) | (Zip code) |
Registrant’s telephone number, including area code: (412) 454-2200
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.):
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 (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
Effective
March 2, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
of WESCO International, Inc. (the “Company”) amended the CDW Holding Corporation Stock Option Plan,
the CDW Holding Corporation Stock Option Plan for Branch Employees and the WESCO International,
Inc. 1998 Stock Option Plan (collectively, the “Plans”) to eliminate the possible requirement that
the Company settle options for cash upon a “Change in Control” as such term is defined in the
Plans. The Committee determined to adopt these amendments in response to Statement of Financial
Accounting Standards No. 123(R), Share-Based Payments, which would require the reclassification as
a liability of any option or other cash award the settlement of which is not made in the sole
discretion of the issuer. In addition, on March 2, 2006, the Company
mailed amended stock option agreements to holders of outstanding
options under the Plans. Forms of the amended stock option agreements
are filed as exhibits hereto.
Item 9.01. Exhibits.
10.1 Amendment to CDW Holding Corporation Stock Option Plan (filed herewith).
10.2
Form of Amendment to Stock Option Agreement (filed herewith).
10.3 Amendment to CDW Holding Corporation Stock Option Plan for Branch Employees (filed herewith).
10.4
Form of Amendment to Branch Stock Option Agreement (filed herewith).
10.5 Amendment to WESCO International, Inc. 1998 Stock Option Plan (filed herewith).
10.6
Form of Amendment to Management Stock Option Agreement (filed
herewith).
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.
| Dated: March 3, 2006 | WESCO INTERNATIONAL, INC. |
|||
| By: | /s/ Stephen A. Van Oss | |||
| Stephen A. Van Oss Senior Vice President and Chief Financial and Administrative Officer |
||||
Exhibit 10.1
AMENDMENT TO
WESCO INTERNATIONAL, INC.
STOCK OPTION PLAN
WESCO INTERNATIONAL, INC.
STOCK OPTION PLAN
Pursuant to Section 9 of the WESCO International, Inc. Stock Option Plan (the “1994 Plan”),
the Plan is hereby amended as follows:
1. Section 8 of the Plan is amended and restated to read in its entirety as follows:
“8. Change in Control. Unless otherwise provided by
the Committee in the applicable Stock Option Agreement, in the event
of Change in Control, all Options outstanding on the date of such
Change in Control shall become immediately and fully exercisable.
The provisions of this Section 8 shall not be applicable to any
Options granted to a Participant if any Change in Control results
from such Participant’s beneficial ownership (within the meaning of
Rule 13d.3 under the Securities Exchange Act of 1934, as amended) of
Common Stock.”
2. Except as expressly provided in this Amendment, the other terms and conditions of the Plan
are hereby ratified, affirmed and confirmed in all respects.
Exhibit 10.2
FORM OF AMENDMENT TO
STOCK OPTION AGREEMENTS
STOCK OPTION AGREEMENTS
THIS
AMENDMENT made and entered into this ___ day
of___, 20 ___ made by and between
WESCO INTERNATIONAL, INC. (“WESCO”) and ___ (“Grantee”). Capitalized terms not
specifically defined herein shall have the meaning set forth in that certain WESCO International,
Inc. Stock Option Plan, as amended (the “1994 Plan”).
WHEREAS, WESCO granted Options to Grantee under the 1994 Plan pursuant to a Stock Option
Agreement, as amended (the “Original Agreement”);
WHEREAS, since the grant of Option, WESCO has become a publicly traded company; and
WHEREAS, WESCO and Employee desire to modify certain provisions of the Original Agreement.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby and upon receipt of
other valuable consideration, receipt of which is hereby acknowledged, do hereby agree as follows:
1. Section 8 of the Original Agreement is hereby amended to read in its entirety as follows:
“8. Change in Control and Adjustments to Reflect Capital Changes.
(a) Accelerated Vesting Upon Change in Control. In the event of a
Change in Control, the Option shall become immediately and fully exercisable unless
such Change in Control results from the Grantee’s beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act of 1934, as amended) of Common Stock.
(b) Recapitalization. The number and kind of shares subject to the
Option and the Option Price for such shares shall be appropriately adjusted to
reflect any stock dividend, stock split, or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company or other change in capitalization with a similar
substantive effect upon the Plan or the Option. The Committee shall have the power
and sole discretion to determine the amount of the adjustment to be made in each
case.
(c) Certain Mergers. After any Merger in which the Company is not the
surviving corporation or pursuant to which a majority of the shares
which are of the same class as the shares that are subject to the Option are
exchanged for, or converted into, or otherwise become shares of another
corporation, the surviving, continuing, successor or purchasing corporation, as the
case may be (the “Acquiring Corporation”), will either assume the Company’s rights
and obligations under this Agreement or substitute an award in respect of the
Acquiring Corporation’s stock for the Option, provided, however, that if the
Acquiring Corporation does not assume or substitute for the Option, the Board shall
provide prior to the Merger that any unexercisable and/or unvested portion of the
Option shall be immediately exercisable and vested as of a date prior to such
Merger, as the Board so determines. The exercise and/or vesting of the Option that
was permissible solely by reason of this Section 8(c) shall be conditioned upon the
consummation of the Merger. If the Option is neither assumed by the Acquiring
Corporation nor exercised as of the date of the Merger, the Option shall terminate
effective as of the effective date of the Merger. Comparable rights shall accrue
to the Grantee in the event of successive Mergers of the character described above.
(d) Certain Definitions.
(i) “Change in Control” means the first to occur of the following events: (a)
the acquisition by any person, entity or “group” (as defined in Section 13(d) of
the Securities Exchange Act of 1934, as amended), other than the Company, its
subsidiaries, any employee benefit plan of the Company or its subsidiaries, or
Cypress Merchant Banking Partners L.P. or any successor investment vehicle, of 30%
or more of the combined voting power of the Company’s then outstanding voting
securities; (b) the merger or consolidation of the Company, as a result of which
persons who were stockholders of the Company immediately prior to such merger or
consolidation, do not, immediately thereafter, own, directly or indirectly, more
than 70% of the combined voting power entitled to vote generally in the election of
directors of the merged or consolidated company; (c) the liquidation or dissolution
of the Company; (d) the sale, transfer or other disposition of all or substantially
all of the assets of the Company to one or more persons or entities that are not,
immediately prior to such sale, transfer or other disposition, affiliates of the
Company; and (e) during any period of not more than two years, individuals who
constitute the Board as of the beginning of the period and any new director (other
than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a) or (b) of this sentence)
whose election by the Board or nomination for election by the Company’s
stockholders was approved by a vote of at least two-third (2/3) of the directors
then still in office who were directors at such time or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority of the Board.
- 2 -
(ii) “Merger” means any merger, reorganization, consolidation, share exchange,
transfer of assets or other transaction having similar
effect involving the Company.”
effect involving the Company.”
2. Except as expressly amended herein, the terms and conditions of the Original Agreement are
hereby ratified and affirmed.
WITNESS the due execution hereof as of the date first above written.
| WESCO INTERNATIONAL, INC. | ||||||
| By: | ||||||
| GRANTEE | ||||||
- 3 -
Exhibit 10.3
AMENDMENT TO
WESCO INTERNATIONAL, INC.
OPTION PLAN FOR BRANCH EMPLOYEES
WESCO INTERNATIONAL, INC.
OPTION PLAN FOR BRANCH EMPLOYEES
Pursuant to Section 9 of the WESCO International, Inc. Option Plan for Branch Employees (the
“Plan”), the Plan is hereby amended as follows:
1. Section 8 of the Plan is amended and restated to read in its entirety as follows:
“8. Change in Control. Unless otherwise provided by
the Committee in the applicable Stock Option Agreement, in the event
of Change in Control, all Options outstanding on the date of such
Change in Control shall become immediately and fully exercisable.
The provisions of this Section 8 shall not be applicable to any
Options granted to a Participant if any Change in Control results
from such Participant’s beneficial ownership (within the meaning of
Rule 13d.3 under the Securities Exchange Act of 1934, as amended) of
Common Stock.”
2. Except as expressly provided in this Amendment, the other terms and conditions of the Plan
are hereby ratified, affirmed and confirmed in all respects.
Exhibit
10.4
FORM OF AMENDMENT TO
STOCK OPTION AGREEMENTS
STOCK OPTION AGREEMENTS
THIS
AMENDMENT made and entered into this ___ day of ___, 20___, made by and between
WESCO INTERNATIONAL, INC. (“WESCO”) and ___ (“Grantee”). Capitalized terms not specifically
defined herein shall have the meaning set forth in that certain WESCO International, Inc. Option
Plan for Branch Employees, as amended.
WHEREAS, WESCO granted Options to Grantee under the Plan pursuant to a Stock Option Agreement,
as amended (the “Original Agreement”);
WHEREAS, since the grant of Option, WESCO has become a publicly traded company; and
WHEREAS, WESCO and Employee desire to modify certain provisions of the Original Agreement.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby and upon receipt of
other valuable consideration, receipt of which is hereby acknowledged, do hereby agree as follows:
1. Section 8 of the Original Agreement is hereby amended to read in its entirety as follows:
“8. Change in Control and Adjustments to Reflect Capital Changes.
(a) Accelerated Vesting Upon Change in Control. In the event of a
Change in Control, the Option shall become immediately and fully exercisable unless
such Change in Control results from the Grantee’s beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act of 1934, as amended) of Common Stock.
(b) Recapitalization. The number and kind of shares subject to the
Option and the Option Price for such shares shall be appropriately adjusted to
reflect any stock dividend, stock split, or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company or other change in capitalization with a similar
substantive effect upon the Plan or the Option. The Committee shall have the power
and sole discretion to determine the amount of the adjustment to be made in each
case.
(c) Certain Mergers. After any Merger in which the Company is not the
surviving corporation or pursuant to which a majority of the shares
which are of the same class as the shares that are subject to the Option are
exchanged for, or converted into, or otherwise become shares of another corporation,
the surviving, continuing, successor or purchasing corporation, as the case may be
(the “Acquiring Corporation”), will either assume the Company’s rights and
obligations under this Agreement or substitute an award in respect of the Acquiring
Corporation’s stock for the Option, provided, however, that if the Acquiring
Corporation does not assume or substitute for the Option, the Board shall provide
prior to the Merger that any unexercisable and/or unvested portion of the Option
shall be immediately exercisable and vested as of a date prior to such Merger, as
the Board so determines. The exercise and/or vesting of the Option that was
permissible solely by reason of this Section 8(c) shall be conditioned upon the
consummation of the Merger. If the Option is neither assumed by the Acquiring
Corporation nor exercised as of the date of the Merger, the Option shall terminate
effective as of the effective date of the Merger. Comparable rights shall accrue to
the Grantee in the event of successive Mergers of the character described above.
(d) Certain Definitions.
(i) “Change in Control” means the first to occur of the following events: (a)
the acquisition by any person, entity or “group” (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended), other than the Company, its
subsidiaries, any employee benefit plan of the Company or its subsidiaries, or
Cypress Merchant Banking Partners L.P. or any successor investment vehicle, of 30%
or more of the combined voting power of the Company’s then outstanding voting
securities; (b) the merger or consolidation of the Company, as a result of which
persons who were stockholders of the Company immediately prior to such merger or
consolidation, do not, immediately thereafter, own, directly or indirectly, more
than 70% of the combined voting power entitled to vote generally in the election of
directors of the merged or consolidated company; (c) the liquidation or dissolution
of the Company; (d) the sale, transfer or other disposition of all or substantially
all of the assets of the Company to one or more persons or entities that are not,
immediately prior to such sale, transfer or other disposition, affiliates of the
Company; and (e) during any period of not more than two years, individuals who
constitute the Board as of the beginning of the period and any new director (other
than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a) or (b) of this sentence)
whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-third (2/3) of the directors then still in
office who were directors at such time or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority of the
Board.
Page 2 of 3
(ii) “Merger” means any merger, reorganization, consolidation, share exchange,
transfer of assets or other transaction having similar effect involving the
Company.”
| 2. | Except as expressly amended herein, the terms and conditions of the Original Agreement are hereby ratified and affirmed. |
WITNESS the due execution hereof as of the date first above written.
| WESCO INTERNATIONAL, INC. | ||||||
| By: | ||||||
| GRANTEE | ||||||
Page 3 of 3
Exhibit 10.5
AMENDMENT TO
WESCO INTERNATIONAL, INC.
1998 STOCK OPTION PLAN
WESCO INTERNATIONAL, INC.
1998 STOCK OPTION PLAN
Pursuant to Section 9 of the WESCO International, Inc. 1998 Stock Option Plan (the “Plan”),
the Plan is hereby amended as follows:
1. Section 8 of the Plan is amended and restated to read in its entirety as follows:
“8. Change in Control. Unless otherwise provided by
the Committee in the applicable Stock Option Agreement, in the event
of Change in Control, all Options outstanding on the date of such
Change in Control shall become immediately and fully exercisable.
The provisions of this Section 8 shall not be applicable to any
Options granted to a Participant if any Change in Control results
from such Participant’s beneficial ownership (within the meaning of
Rule 13d.3 under the Securities Exchange Act of 1934, as amended) of
Common Stock.”
2. Except as expressly provided in this Amendment, the other terms and conditions of the Plan
are hereby ratified, affirmed and confirmed in all respects.
Exhibit 10.6
FORM OF AMENDMENT TO
STOCK OPTION AGREEMENTS
STOCK OPTION AGREEMENTS
THIS
AMENDMENT made and entered into this ___ day of ___, 20___, made by and between
WESCO INTERNATIONAL, INC. (“WESCO”) and
___ (“Grantee”). Capitalized terms not
specifically defined herein shall have the meaning set forth in that certain WESCO International,
Inc. 1998 Stock Option Plan, as amended.
WHEREAS, WESCO granted Options to Grantee under the Plan pursuant to a Stock Option Agreement,
as amended (the “Original Agreement”);
WHEREAS, since the grant of Option, WESCO has become a publicly traded company; and
WHEREAS, WESCO and Employee desire to modify certain provisions of the Original Agreement.
NOW, THEREFORE, the parties hereto intending to be legally bound hereby and upon receipt of
other valuable consideration, receipt of which is hereby acknowledged, do hereby agree as follows:
1. Section 8 of the Original Agreement is hereby amended to read in its entirety as follows:
“8. Change in Control and Adjustments to Reflect Capital Changes.
(a) Accelerated Vesting Upon Change in Control. In the event of a
Change in Control, the Option shall become immediately and fully exercisable unless
such Change in Control results from the Grantee’s beneficial ownership (within the
meaning of Rule 13d-3 under the Exchange Act of 1934, as amended) of Common Stock.
(b) Recapitalization. The number and kind of shares subject to the
Option and the Option Price for such shares shall be appropriately adjusted to
reflect any stock dividend, stock split, or share combination or any
recapitalization, merger, consolidation, exchange of shares, liquidation or
dissolution of the Company or other change in capitalization with a similar
substantive effect upon the Plan or the Option. The Committee shall have the power
and sole discretion to determine the amount of the adjustment to be made in each
case.
(c) Certain Mergers. After any Merger in which the Company is not the
surviving corporation or pursuant to which a majority of the shares
which are of the same class as the shares that are subject to the Option are
exchanged for, or converted into, or otherwise become shares of another
corporation, the surviving, continuing, successor or purchasing corporation, as the
case may be (the “Acquiring Corporation”), will either assume the Company’s rights
and obligations under this Agreement or substitute an award in respect of the
Acquiring Corporation’s stock for the Option, provided, however, that if the
Acquiring Corporation does not assume or substitute for the Option, the Board shall
provide prior to the Merger that any unexercisable and/or unvested portion of the
Option shall be immediately exercisable and vested as of a date prior to such
Merger, as the Board so determines. The exercise and/or vesting of the Option that
was permissible solely by reason of this Section 8(c) shall be conditioned upon the
consummation of the Merger. If the Option is neither assumed by the Acquiring
Corporation nor exercised as of the date of the Merger, the Option shall terminate
effective as of the effective date of the Merger. Comparable rights shall accrue to
the Grantee in the event of successive Mergers of the character described above.
(d) Certain Definitions.
(i) “Change in Control” means the first to occur of the following events: (a)
the acquisition by any person, entity or “group” (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended), other than the Company, its
subsidiaries, any employee benefit plan of the Company or its subsidiaries, or
Cypress Merchant Banking Partners L.P. or any successor investment vehicle, of 30%
or more of the combined voting power of the Company’s then outstanding voting
securities; (b) the merger or consolidation of the Company, as a result of which
persons who were stockholders of the Company immediately prior to such merger or
consolidation, do not, immediately thereafter, own, directly or indirectly, more
than 70% of the combined voting power entitled to vote generally in the election of
directors of the merged or consolidated company; (c) the liquidation or dissolution
of the Company; (d) the sale, transfer or other disposition of all or substantially
all of the assets of the Company to one or more persons or entities that are not,
immediately prior to such sale, transfer or other disposition, affiliates of the
Company; and (e) during any period of not more than two years, individuals who
constitute the Board as of the beginning of the period and any new director (other
than a director designated by a person who has entered into an agreement with the
Company to effect a transaction described in clause (a) or (b) of this sentence)
whose election by the Board or nomination for election by the Company’s stockholders
was approved by a vote of at least two-third (2/3) of the directors then still in
office who were directors at such time or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority of the
Board.
Page 2 of 3
(ii) “Merger” means any merger, reorganization, consolidation, share exchange,
transfer of assets or other transaction having similar effect involving the
Company.”
2. Except as expressly amended herein, the terms and conditions of the Original Agreement are
hereby ratified and affirmed.
WITNESS the due execution hereof as of the date first above written.
| WESCO INTERNATIONAL, INC. | ||||||
| By: | ||||||
| GRANTEE | ||||||
Page 3 of 3