| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/03/2008 |
3. Issuer Name and Ticker or Trading Symbol
FOSTER L B CO [ FSTR ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock(1) | 7,978(2) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Performance Share Units | (3) | (3) | Common Stock | (3) | (3) | D | |
| Performance Share Units | (4) | (4) | Common Stock | (4) | (4) | D | |
| Performance Share Units | (5) | (5) | Common Stock | (5) | (5) | D | |
| Performance Share Units | (6) | (6) | Common Stock | (6) | (6) | D | |
| Explanation of Responses: |
| 1. On November 3, 2008, the Reporting Person attempted to file his initial Form 3 related to the Issuer via EDGAR, however, the Reporting Person and the Issuer have recently learned that the Form 3 was never accepted by the SEC due to a technical error, although a Form 4 filed by the Reporting Person on the same day was accepted. This Form 3 is being promptly filed to remedy that issue. The amount and type of securities beneficially owned by the Reporting Person shown in Table I and Table II of this Form 3 are the amount and type owned as of November 3, 2011, the date this Form 3 was accepted by the SEC. As of the date this Form 3 was initially submitted for filing, November 3, 2008, the Reporting Person beneficially owned no securities of the Issuer. The Reporting Person has made all other required filings on a timely basis with respect to his security ownership in the Issuer. |
| 2. This amount includes restricted shares, which were previously awarded to the reporting person by the Issuer under the Issuer's 2006 Omnibus Incentive Plan and also includes one additional share of Common Stock that was not reported on the Nov. 5, 2010 Form 4 filing due to an administrative error. |
| 3. (0-4524 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2009-2011, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit. |
| 4. (0-3572 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2010-2012, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit. |
| 5. (0-3726 shares). Performance Share Units will convert into Common Stock based on the Company's performance against financial metrics for calendar year 2011-2013, inclusive. Stock awarded shall range from 0 - 2 shares for each Performance Unit. |
| 6. (0-2000 shares). Performance Share Units will convert into Common Stock based on subsidiary performance against financial metric in 2011. Stock award shall range from 0 - 2 shares of Common Stock for each Performance Unit. |
| Remarks: |
| Joseph S. Cancilla, attorney-in-fact | 11/03/2011 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
LIMITED POWER OF ATTORNEY
The undersigned, David R. Sauder, does hereby nominate, constitute and appoint as his true and lawful attorneys-in-fact and agents with authority limited to and as specifically set forth herein, Joseph S. Cancilla and Deborah J. Foster (each hereinafter referred to as an "Attorney-in-Fact").
Each Attorney-in-Fact hereunder shall have the authority to: act, sign, execute and deliver for and on behalf of and in the place and stead of the undersigned, in the undersigned's capacity as a director and/or officer of L. B. Foster Company, a Pennsylvania corporation (the "Company"), the Forms 3, 4 and 5 documents pursuant to and in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act"); to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 and file such form with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and to take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents, executed by such Attorney-in-Fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in such Attorney-in-Fact's discretion.
The undersigned hereby grants to each such Attorney-in-Fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-Fact shall lawfully do or cause to be done by virtue of the rights and powers herein granted. The undersigned acknowledges that the foregoing Attorneys-in-Fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act.
This Limited Power of Attorney shall commence on November 1, 2011 and shall remain in full force and effect until the undersigned is no longer required to file Form 3, 4, or 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Attorneys-in-Fact.
IN WITNESS WHEREOF, I have caused this Limited Power of Attorney to be executed on October 31, 2011.
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/s/ David R. Sauder
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David R. Sauder
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