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 3, 2006
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EMCOR Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8267 11-2125338
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(Commission File Number) (I.R.S. Employer Identification No.)
301 Merritt Seven, Norwalk, CT 06851
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(Address of Principal Executive Offices) (Zip Code)
(203) 849-7800
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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 (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 1.01. Entry into a Material Definitive Agreement.
Commencing in 2006, EMCOR Group, Inc. (the "Company"), in partial payment
of each non-employee director's annual retainer, grants to each
non-employee director (a) stock options to purchase shares of its common
stock under its 1997 Non-Employee Directors' Non-Qualified Stock Option
Plan (the "1997 Directors' Option Plan"), or (b) shares of its common stock
under its 2005 Stock Plan for Directors, as each such director elects.
On January 3, 2006, (a) stock options to purchase shares of the Company's
common stock were granted under the 1997 Directors' Option Plan to certain
directors of the Company as follows: Stephen W. Bershad - 3,177; David A.B.
Brown - 3,177; and Albert Fried, Jr. - 3,177; and (b) shares of the
Company's common stock were granted under the 2005 Stock Plan for Directors
to certain directors of the Company as follows: Larry J. Bump - 690;
Richard F. Hamm, Jr., - 690; and Michael T. Yonker - 690.
The terms of the 1997 Directors' Option Plan and the 2005 Stock Plan for
Directors are hereby incorporated by reference herein, and such plans are
Exhibits hereto.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Incorporated
Exhibit Number Description of Exhibits By Reference To
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10.1 1997 Non-Employee Exhibit 10(K) to the Company's
Directors' Non-Qualified Annual Report on Form 10-K for
Stock Option Plan the year ended December 31, 1998
10.2 2005 Stock Plan For Exhibit C to Company's 2005
Directors Proxy Statement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
EMCOR GROUP, INC.
Date: January 5, 2006 By: /s/Sheldon I. Cammaker
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Name: Sheldon I. Cammaker
Title: Executive Vice President
and General Counsel