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 26, 2005
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L. B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 928-3417
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None
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(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 (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
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At its May 25, 2005 meeting, the Board of Directors replaced
its Compensation, Nomination and Governance Committee with two
separate committees, the Compensation Committee and the
Nomination and Governance Committee. Consistent with its
current practice of paying committee chairmen a $16,500 base
annual fee (as contrasted with the $14,000 annual base fee
paid to other outside directors), the Board of Directors
approved, on July 26, 2005, a $16,500 base annual fee for the
chairmen of these recently created committees, effective July
1, 2005.
As a result, the base annual fee of the current chairman of
the Nomination and Governance Committee, Mr. William H.
Rackoff, has been increased from $14,000 per annum to $16,500
per annum, effective July 1, 2005. The $16,500 annual base fee
paid to Mr. John W. Puth will not change since Mr. Puth
continued to serve as a chairman of the former Compensation,
Nomination and Governance Committee until he became the
chairman of the recently created Compensation Committee.
Item 9.01 Exhibits
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10.53 July 26, 2005 Board of Directors' Resolution establishing
directors' compensation
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.
L.B. Foster Company
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(Registrant)
Date: July 27, 2005
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/s/David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer
Exhibit Index
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Exhibit Number Description
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10.53 July 26, 2005 Board of Directors' Resolution
establishing directors' compensation
Exhibit 10.53
RESOLVED, that in addition to the options awarded under the
1998 Long-Term Incentive Plan, as Amended and Restated, the annual fee
paid to each of the Corporation's outside directors shall be the sum of
(i) a$16,500 annual base fee for each Chairman of the Audit Committee,
Compensation Committee and the Nomination & Governance Committee and a
$14,000 annual base fee for other outside directors, plus $1,000 for
each non-telephonic Board of Directors meeting attended (whether such
attendance is in person or via telephone), $500 for each Committee
meeting (telephonic or non-telephonic) attended and $500 for each
telephonic Board of Directors meeting attended, payable quarterly in
arrears; and (ii) one annual grant of 2,500 shares of the Corporation's
common stock as of each Annual Shareholders' Meeting at which the
outside director is elected (or re-elected) as a director of the
Corporation, effective July 1, 2005.