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) April 12, 2006 (April 5, 2006)
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Global Signal Inc.
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(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
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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.
Employment Agreement with Jerry V. Elliott
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On April 9, 2006, Global Signal Inc. (the "Company"), through its
wholly-owned subsidiary, entered into an employment agreement with Jerry V.
Elliott. Mr. Elliott's agreement provides that he will be employed as Chief
Executive Officer and President. Mr. Elliott is expected to commence his
employment with the Company in May 2006. He has also been appointed to the board
of directors of the Company effective on the date he begins service as Chief
Executive Officer and President. The term of the employment agreement expires on
December 31, 2010, subject to automatic one year extensions. Under the
employment agreement, Mr. Elliott will receive a base salary of $500,000 per
year. Mr. Elliott will have the opportunity to earn a discretionary cash bonus
and a discretionary bonus in the form of an equity award, each between fifty
percent (50%) and one hundred percent (100%) of his base salary in respect of
each calendar year in which Mr. Elliott is employed by the Company. The equity
bonuses will be in the form of an indexed deferred shares award. Effective as of
the date he commences employment with the Company, the employment agreement also
provides Mr. Elliott with a one-time initial award of 200,000 restricted shares
of common stock of Global Signal Inc. Twenty percent (20%) of the shares subject
to this restricted shares award vests as of the date he commences employment and
the remaining eighty percent (80%) of the shares subject to this restricted
shares award will vest in four equal annual installments beginning December 31,
2007, subject to Mr. Elliott's continued employment as of each vesting date. In
the event of a change of control, the unvested portion of the restricted shares
award will vest in full.
In the event that Mr. Elliott's employment is terminated by the Company
for any reason other than for cause or by Mr. Elliott for good reason, Mr.
Elliott will be entitled to receive payment of any accrued and owing salary
through the date of such termination plus a lump sum payment equal to one year's
base salary at his then current rate and additional vesting of the tranche of
shares subject to his restricted shares award and his deferred shares award that
would otherwise next vest. In the event that Mr. Elliott's employment terminates
due to his death or disability, Mr. Elliott (or his estate or appropriate
beneficiary) will be entitled to receive (i) payment of any accrued and owing
salary through the date of such termination, (ii) a lump-sum cash payment equal
to six months' base salary at his then current rate, (iii) two years of group
health and welfare benefits at the Company's expense, and (iv) full vesting of
the shares subject to his restricted shares award and his deferred shares award.
Mr. Elliott's agreement also provides that the Company will provide him with a
reasonable relocation allowance to be used for expenses incurred as a result of
his relocating to Sarasota, Florida. The relocation expenses are payable within
thirty days of his permanent relocation, and include reimbursement for any costs
associated with travel, or otherwise incurred as a result of assuming employment
with the Company. In addition, Mr. Elliott is entitled to receive reimbursement
for temporary housing through August 2007. In the event Mr. Elliott voluntarily
terminates his employment for any reason, except for good reason or by his death
or disability, prior to the first anniversary of the commencement date, then Mr.
Elliott will be obligated to repay to the Company a pro-rata portion of these
relocation expenses.
Employment Agreement with Steven G. Osgood
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On April 5, 2006, the Company, through its wholly-owned subsidiary,
entered into an employment agreement with Steven G. Osgood. Mr. Osgood's
agreement provides that he will be employed as Chief Financial Officer. Mr.
Osgood is expected to commence his employment with the Company on April 24,
2006. The term of the employment agreement expires on the fourth anniversary of
the effective date, subject to automatic one year extensions. Under the
employment agreement, Mr. Osgood will receive a base salary of $300,000 per
year. Mr. Osgood will have the opportunity to earn a discretionary cash bonus
and a discretionary bonus in the form of an equity award, each between fifty
percent (50%) and one hundred percent (100%) of his base salary in respect of
each calendar year in which Mr. Osgood is employed by the Company, provided that
Mr. Osgood is guaranteed a cash bonus of $300,000 in respect of calendar year
2006. The equity bonuses will be in the form of an indexed deferred shares
award. Effective as of the date he commences employment with the Company, the
employment agreement also provides Mr. Osgood with a one-time initial award of
120,000 restricted shares of common stock of Global Signal Inc. Twenty percent
(20%) of the shares subject to this restricted shares award vests as of the date
he commences employment and the remaining eighty percent (80%) of the shares
subject to this restricted shares award will vest in four equal annual
installments beginning December 31, 2007, subject to Mr. Osgood's continued
employment as of each vesting date. In the event of a change of control, the
unvested portion of the restricted shares award will vest in full.
In the event that Mr. Osgood's employment is terminated by the Company
for any reason other than for cause or by Mr. Osgood for good reason, Mr. Osgood
will be entitled to receive payment of any accrued and owing salary through the
date of such termination plus a lump sum payment equal to one year's base salary
at his then current rate and additional vesting of the tranche of shares subject
to his restricted shares award and his deferred shares award that would
otherwise next vest. Mr. Osgood's agreement also provides that the Company will
provide him with a reasonable relocation allowance to be used for expenses
incurred as a result his relocating to Sarasota, Florida. The relocation
expenses are payable within thirty days of his permanent relocation, and include
reimbursement for any costs associated with travel, or otherwise incurred as a
result of assuming employment with the Company. In addition, Mr. Osgood is
entitled to receive reimbursement for temporary housing through August 2007. In
the event Mr. Osgood voluntarily terminates his employment for any reason,
except for good reason or by his death or disability, prior to the first
anniversary of the commencement date, then Mr. Osgood will be obligated to repay
to the Company a pro-rata portion of these relocation expenses.
The foregoing summary of certain provisions of the employment
agreements and restricted shares award agreements with Mr. Elliott and Mr.
Osgood is qualified in its entirety by reference to each agreement, filed as
Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.
Section 5 - Corporate Governance and Management
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
Resignation of Chief Executive Officer and President
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Effective upon Jerry V. Elliott commencing employment with the Company,
Wesley R. Edens will no longer hold the positions of Chief Executive Officer and
President. Mr. Edens will continue to serve as the Chairman of the Company's
board of directors.
Retirement of Executive Vice President, Chief Financial Officer and Assistant
Secretary
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Effective April 28, 2006, William T. Freeman will retire from his
position as the Company's Executive Vice President, Chief Financial Officer and
Assistant Secretary.
(c)
Appointment of Chief Executive Officer and President
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The information in Item 1.01 of this report under the heading
"Employment Agreement with Jerry V. Elliott" is hereby incorporated by reference
to this Item 5.02. Under the new employment agreement with Jerry V. Elliott, Mr.
Elliott will serve as Chief Executive Officer and President of the Company.
Mr. Elliott, age 47, will become the Company's Chief Executive Officer
and President and director in May 2006. Previously, Mr. Elliott served as
President of Citizens Communications Company since December 2005 and director
since September 2004. Mr. Elliott was also Executive Vice President, Chief
Financial Officer and General Manager-Rochester Region of Citizens
Communications Company from December 2002 through December 2005. Citizens
Communications Company, a New York Stock Exchange listed company, provides
communication services to rural areas, and small and medium-sized towns and
cities as an incumbent local exchange carrier. From 1998 through December 2002,
Mr. Elliott was a Managing Director in Morgan Stanley's Media and Communications
Investment Banking Group. Mr. Elliott received a B.B.A. in Accounting and
Finance and a J.D. from Baylor University and an L.L.M. in Taxation from New
York University School of Law.
Appointment of Chief Financial Officer
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The information in Item 1.01 of this report under the heading
"Employment Agreement with Steven G. Osgood" is hereby incorporated by reference
to this Item 5.02. Under the new employment agreement with Steven G. Osgood, Mr.
Osgood will serve as Chief Financial Officer of the Company.
Mr. Osgood, age 49, will become the Company's Chief Financial Officer
on April 24, 2006. Previously, Mr. Osgood served as President of U-Store-It
Trust since October 2004 and Chief Financial Officer of its predecessor since
March 1993. U-Store-It Trust, a New York Stock Exchange listed company, is a
self-administered real estate investment trust that owns and manages 340
self-storage facilities in about 25 states. Mr. Osgood received a B.S. in
Business from Miami University of Ohio and an M.B.A. from University of San
Diego, and is a certified public accountant (inactive).
A copy of the press release issued by the Company announcing the hiring
of Mr. Elliott as Chief Executive Officer and President and Mr. Osgood as Chief
Financial Officer, and the retirement of Mr. Freeman and resignation of Mr.
Edens as Chief Executive Officer and President is filed as Exhibit 99.1 hereto.
(d)
Appointment of Director
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By resolution adopted on April 10, 2006, effective upon Mr. Elliott
commencing employment with the Company, the board of directors of the Company
will expand the size of the board from seven to eight members and appoint Mr.
Elliott as a Class III director to serve until the 2008 annual meeting of
shareholders or until his successor is duly elected and qualified.
Section 9 -- Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 Employment Agreement, dated April 9, 2006, by and between Jerry V.
Elliott and Global Signal Services LLC.
10.2 Employment Agreement, dated April 5, 2006, by and between Steven G.
Osgood and Global Signal Services LLC.
10.3 Restricted Shares Award Agreement, dated April 9, 2006, by and between
Global Signal Inc. and Jerry V. Elliott.
10.4 Restricted Shares Award Agreement, dated April 5, 2006, by and between
Global Signal Inc. and Steven G. Osgood.
99.1 Press Release dated April 11, 2006.
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.
GLOBAL SIGNAL INC.
By: /s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Executive Vice President,
General Counsel and Secretary
Date: April 12, 2006
EXHIBIT INDEX
Exhibit Number Exhibit
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10.1 Employment Agreement, dated April 9, 2006, by and between
Jerry V. Elliott and Global Signal Services LLC.
10.2 Employment Agreement, dated April 5, 2006, by and between
Steven G. Osgood and Global Signal Services LLC.
10.3 Restricted Shares Award Agreement, dated April 9, 2006, by
and between Global Signal Inc. and Jerry V. Elliott.
10.4 Restricted Shares Award Agreement, dated April 5, 2006, by
and between Global Signal Inc. and Steven G. Osgood.
99.1 Press Release dated April 11, 2006.