Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - NBC ACQUISITION CORP | c94779exv10w1.htm |
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): January 14, 2010
NBC Acquisition
Corp.
(Exact name of registrant as
specified in its charter)
| Delaware | 333-48225 | 47-0793347 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 4700 South 19th
Street Lincoln, NE |
68501-0529 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (402) 421-7300
| (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:
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))
Section 1 — Registrant’s Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
On January 14, 2010, the board of directors and stockholders of NBC Holdings Corp. (“Holdings”), parent of NBC Acquisition Corp. (the “Company”), approved an amendment to the NBC Holdings Corp. 2004 Stock Option Plan (the “Plan”), as amended, to increase the number of shares available for award under the Plan pursuant to stock options by 15,000 shares, from 85,306 shares to a total of 100,306 shares. Awards under the Plan may be granted to employees, officers and employee directors of the Company. As previously disclosed, Holdings and the Company are party to a Mirror Option Agreement, dated as of September 30, 2005, whereby, upon grants of options under the Plan exercisable for Holdings common stock, the Company will grant to Holdings on that same date an option for the same number of shares and with the same exercise price, with such options exercisable only upon the exercise of the related Holdings option, for the same number of shares as the related exercised Holdings option, for the same consideration paid upon the exercise of the related Holdings option, terminated without exercise upon the termination of the related Holdings option without exercise, and otherwise on the same terms as the related Holdings option. The description of the amendment is qualified by reference to the Second Amendment to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and the description of the Mirror Option Agreement is qualified by reference to the agreement, a copy of which was previously filed as Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2005.
Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information provided in Item 1.01 of this Form 8-K is hereby incorporated into this Item 5.02.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1* Second Amendment, dated January 14, 2010, to the NBC Holdings Corp. 2004 Stock Option Plan.
* — Management contract or compensatory 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.
NBC ACQUISITION CORP.
Date: January 19, 2010
/s Alan G.
Siemek
Alan G. Siemek
Vice President and Treasurer
(Principal Financial
and Accounting Officer)
EXHIBIT INDEX
| Exhibit No. | Description | |
|
Exhibit 10.1
|
Second Amendment, dated January 14, 2010, to the NBC Holdings Corp. 2004 Stock Option Plan. |
* — Management contract or compensatory plan.