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) December 5, 2005
HUBBELL INCORPORATED
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(Exact name of registrant as specified in its charter)
CONNECTICUT 1-2958 06-0397030
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
584 Derby Milford Road, Orange, Connecticut 06477-4024
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 799-4100
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N/A
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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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 5, 2005, the Compensation Committee of the Board of Directors (the
"Board") of Hubbell Incorporated ("Company") awarded restricted stock, stock
appreciation rights (the "SARs") and performance shares on shares of the
Company's Class B Common Stock pursuant to the Hubbell Incorporated 2005
Incentive Award Plan (the "Plan") to the following executive officers and in the
following amounts:
Officer Restricted Stock Stock Appreciation SARs Performance Shares
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Timothy H. Powers 10,739 100,319 12,130
David G. Nord 2,826 26,400 3,192
Scott H. Muse 2,826 26,400 3,192
Thomas P. Smith 2,261 21,120 2,554
William R. Murphy 1,978 18,480 2,234
Richard W. Davies 1,696 15,840 1,915
The restricted stock is not transferable and is subject to forfeiture in the
event the recipient terminates employment prior to vesting. A recipient will
vest in the restricted stock in one-third increments on each anniversary of the
date of grant. However, they will also fully vest in the restricted stock upon a
change in control, or termination of employment by reason of death or
disability. Recipients are entitled to receive all dividends upon their
restricted stock as and when paid, regardless of vesting. A form of the
Restricted Stock Agreement is filed as Exhibit 99.1 hereto.
The SARs entitle the recipient to the difference between the fair market value
of the Company's Class B Common Stock on the date of exercise and $49.755, per
SAR, which is the mean between the high and low trading prices of the Company's
Class B Common Stock on December 2, 2005 the trading day immediately preceding
the date of grant, which is the fair market value of the Company's Common Stock
as determined under the terms of the Plan. One-third of the SARs vest and become
exercisable each year on the anniversary of the date of grant and expire on
December 5, 2015. However, if the executive's employment terminates by reason of
death or disability then he will fully vest in his SARs. SARs also fully vest
upon a change in control. To the extent then vested and subject to the term of
the SARs, vested SARs may only be exercised for 90 days following the
recipient's termination of employment with the Company, unless such termination
is by reason of death or retirement (on or after age 55 and 15 years of
service). Upon termination for death vested SARs remain exercisable for up to
one year. If the recipient's termination of employment is due to retirement, the
SARs continue to vest and remain exercisable through December 5, 2015. If the
recipient's termination of employment is due to disability or retirement and the
recipient dies within 90 days after his or her termination, then the SARs
remains exercisable for one year from such termination. SARs are not
transferable except by will or by the laws of descent or distribution. The value
of the SARs upon exercise will be paid in shares of Class B Common Stock with a
fair market value equal to the value of the SARs exercised. A form of Stock
Appreciation Rights Agreement is filed as Exhibit 99.2 hereto.
The performance shares vest and become deliverable based upon satisfaction of
performance criteria established by the Compensation Committee. Such criteria
are based upon the Company's cumulative growth in earnings per share compared to
a peer group of the Standard and Poor's Electrical Equipment Index over a
three-year period. Performance at target will result in vesting and payment of
the performance shares listed above. Performance in excess of target can result
in payment of up to 250% of the number of shares listed above. Performance
shares are paid on the third anniversary of grant, provided, however, the target
number of shares awarded are deliverable in full upon a change in control or
termination due to death or disability. If the recipient retires (on or after
age 55 and 15 years of service) during the three-year period, he is entitled to
receive, at the end of the three-year period, a pro rata number of the shares he
otherwise would have received had his employment continued for the full
three-year period. A form of Performance Share Award is filed as Exhibit 99.3
hereto.
Also on December 5, 2005 the Compensation Committee authorized an additional
bonus of $20,000, payable in 2006 concurrently with payment of his bonus
calculated in accordance with the Company's 2005 Annual Incentive Guidelines
under the Hubbell Incorporated Incentive Compensation Plan (filed with the
Securities and Exchange Commission as Exhibit 10.1 to its Current Report on Form
8-K dated February 24, 2005), to Richard W. Davies, Vice President, General
Counsel and Secretary for performance of additional services in 2005.
On December 6, 2005, the compensation payable to non-employee directors for
their services was changed to include a grant of 350 shares of Class B Common
Stock of the Company each year. On December 6, 2005 each non-employee director
received such a grant for services during 2005. The shares received on December
6, 2005 are not subject to any restrictions on transfer and are fully vested at
grant, and were granted pursuant to the terms of the Plan. Commencing in 2006,
each non-employee director who is re-elected, or first elected to the Board will
receive a grant of 350 shares of Class B Common Stock each year on the date of
the annual meeting of shareholders, which shares will be subject to forfeiture
if the director's service terminates prior to the date of the next regularly
scheduled annual meeting of shareholders to be held in the following calendar
year. Such shares will be granted pursuant to the Plan.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
99.1 Restricted Stock Agreement
99.2 Stock Appreciation Rights Agreement
99.3 Performance Share Award
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.
HUBBELL INCORPORATED
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(Registrant)
Date: December 9, 2005
/s/ Richard W. Davies
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(Signature)
Name: Richard W. Davies
Title: Vice President, General Counsel and Secretary