UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) FEBRUARY 4, 2005
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CRAWFORD & COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
GEORGIA
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(State or Other Jurisdiction of Incorporation)
1-10356 58-0506554
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(Commission File Number) (IRS Employer Identification No.)
5620 GLENRIDGE DRIVE, N.E., ATLANTA, GEORGIA 30342
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(Address of Principal Executive Offices) (Zip Code)
(404) 256-0830
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(Registrant's Telephone Number, Including Area Code)
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:
[ ] 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
On February 1, 2005, Crawford & Company (the "Company") entered into a
Change of Control and Severance Agreement with Thomas W. Crawford, President and
Chief Executive Officer of the Company. The agreement provides in the event that
Mr. Crawford's employment with the Company is terminated due to the Company
being bought or sold such that there is a material change in control, the
Company agrees to provide eighteen (18) months of Mr. Crawford's then current
base salary. Additionally, all stock options granted to Mr. Crawford will
immediately vest and become exercisable for a ninety (90) day period following
the date of termination. The agreement also provides that in the event Mr.
Crawford is terminated by Crawford in his first year of employment, for reasons
other than cause, he will be provided severance compensation equal to six (6)
months of his then current base salary. The agreement also provides that, prior
to the severance amounts being paid and options vesting, that the Company and
Mr. Crawford agree to mutually acceptable terms of confidentiality,
non-solicitation, cooperation and other reasonable and customary terms of a
severance agreement at the time of his termination of employment. Mr. Crawford
became President and Chief Executive Officer of the Company September 1, 2004.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On February 1, 2005, the Board of Directors of Crawford & Company (the
"Company") elected James D. Edwards as a Director of the Company increasing the
size of the Board to eight (8).
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
The following exhibit is filed herewith:
Exhibit Number Descriptions
10.1 Change of Control and Severance Agreement, dated
February 1, 2005, between Thomas W. Crawford and
Crawford & Company
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.
CRAWFORD & COMPANY
By: /s/ Peter J. Rescigno
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Peter J. Rescigno
Senior Vice President - General
Counsel & Corporate Secretary
Dated: February 4, 2005