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 April 22, 2008 (April 22, 2008)
reported) -------------------------------
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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On April 22, 2008, Registrant executed a letter agreement (the "Agreement"),
which is attached hereto and incorporated herein, wherein Lee B. Foster II will
retire as an employee of the Company, effective May 27, 2008. Under the
Agreement, Mr. Foster and his wife will continue to be beneficiaries, at no cost
to them, under the Registrant's health benefit programs until the earlier of
their deaths or March 31, 2012.
If reelected at Registrant's annual shareholders' meeting, Mr. Foster will
continue as Chairman of the Board and an outside director. As an outside
director and Chairman, Mr. Foster will receive, in addition to the health
benefits described above, a base annual fee of $85,000 and $2,000 for each Board
meeting attended. Mr. Foster, like all elected or reelected outside directors,
will receive 1,750 shares of Registrant's common stock if he is reelected at the
Registrant's May 28, 2008 annual shareholders' meeting.
Item 9.01 Exhibits
10.59 Letter agreement on Lee B. Foster II's retirement
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: April 22, 2008
/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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10.59 Letter agreement on Lee B. Foster II's retirement.
Exhibit 10.59
Hand Delivery
April 22, 2008
Mr. Lee B. Foster II
L.B. Foster Company
415 Holiday Drive
Pittsburgh, PA 15220
Dear Lee:
This will confirm your decision to retire as an employee of L.B. Foster
Company, effective May 27, 2008. Your retirement, of course, affects neither
your position as Chairman of the Board nor such fees and other incidents of
office as may, from time to time, be approved by the Board. You may, unless and
until otherwise determined by the Board, continue to have such office space and
secretarial support as are appropriate to fulfill your duties as Chairman.
This will further confirm that, commencing May 28, 2008, the Company has
agreed to provide to both you and Isabel Foster, your wife, health benefits
(consistent with the programs then maintained by the Company for its senior
executives) until the earlier of March 31, 2012 or your deaths, at no cost to
you or your wife, Isabel Foster.
If you are in agreement with the foregoing, please sign both enclosed
copies of this letter and return one fully executed agreement to me.
Very truly yours,
/s/ Stan L. Hasselbusch
Stan L. Hasselbusch
Agreed to this 22 day of
April, 2008, intending to be
legally bound.
/s/ Lee B. Foster II
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Lee B. Foster II