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): April 9, 2009
ENPRO INDUSTRIES, INC.
(Exact name of Registrant, as specified in its charter)
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| North Carolina
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001-31225
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01-0573945 |
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(State or other jurisdiction
of incorporation)
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(Commission file number)
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(I.R.S. Employer
Identification No.) |
5605 Carnegie Boulevard, Suite 500
Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)
(704) 731-1500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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):
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))
Item 8.01 Other Events.
The following table, which is in the format of the table included in Item 12 of our Annual
Report on Form 10-K for the year ended December 31, 2008, presents information as of March 31,
2009, with respect to our Amended and Restated 2002 Equity Compensation Plan (the “Equity
Compensation Plan”), the only shareholder-approved compensation plan or arrangement under which we
have equity securities authorized for issuance, and our Deferred Compensation Plan for Non-Employee
Directors.
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Number of Securities |
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Remaining Available for Future |
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Number of Securities |
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Issuance Under |
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to be Issued Upon |
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Weighted-Average |
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Equity Compensation |
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Exercise of Outstanding |
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Exercise Price of |
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Plans (Excluding |
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Options, Warrants |
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Outstanding Options, |
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Securities Reflected in |
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and Rights |
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Warrants and Rights |
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Column (a)) |
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(a) |
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(b) |
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(c) |
Equity compensation plans
approved by security holders |
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1,184,852 |
(1) |
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9.43 |
(2) |
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749,617 |
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Equity compensation plans not
approved by security holders |
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34,670 |
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(2 |
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(3 |
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Total |
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1,219,522 |
(1) |
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$ |
9.43 |
(2) |
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749,617 |
(3) |
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Includes 667,064 shares issuable under outstanding unexercised options, 33,229 shares
issuable under phantom share awards made to non-employee directors, and 484,479 performance
shares at the maximum levels payable for the 2007 — 2009 and 2008 — 2010 performance cycles
under the Equity Compensation Plan and does not include the 85,603 restricted shares of our
common stock issued under the Equity Compensation Plan that remain subject to forfeiture. As
of March 31, 2009, the weighted average remaining life of such options was 3.43 years. No
awards of performance shares have been made with respect to the 2009 — 2011 performance
cycle. |
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The weighted average exercise price does not take into account awards of performance shares
or phantom shares made under the Equity Compensation Plan and shares deliverable under the
Deferred Compensation Plan for Non-Employee Directors. |
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The Deferred Compensation Plan for Non-Employee Directors does not establish a maximum amount
of shares deliverable under that plan. |
Non-employee directors may participate in our Deferred Compensation Plan for Non-Employee
Directors. Under this plan, non-employee directors may defer receipt of all or part of the cash
portion of their annual retainer fee. Participants choose between two investment alternatives, a
cash account and a stock account. Deferred fees in a director’s cash account are credited with an
investment return based on the director’s selection from the same menu of investment options
available under our Retirement Savings Plan for Salaried Employees. Deferred fees in a director’s
stock account are credited with stock units at then fair market value of our common stock, which
units thereafter have a value on a given date equal to the fair market value of one share of our
common stock on that date. All amounts deferred are payable when a director retires from the
board.
At March 31, 2009, there were a total of 85,603 restricted shares of our common stock issued
under the Equity Compensation Plan that remain subject to forfeiture. The foregoing amount does
not include an inducement award of 53,500 restricted shares of our common stock made to our Chief
Executive Officer, Stephen E. Macadam, in 2008 outside the Equity Compensation Plan, one-third of
which shares vest on the third anniversary of the date of grant, one-third vest on the fourth
anniversary of the date of grant and the final one-third vest on the fifth anniversary of the date
of grant.
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