form8k_0308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (date of earliest event reported): March 8, 2010
PGT, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
000-52059 20-0634715
(Commission
File
Number) (IRS
Employer Identification No.)
1070 Technology Drive, North Venice, Florida
34275
(Address
of Principal Executive Offices, Including Zip Code)
(941) 480-1600
(Registrant’s
Telephone Number, Including Area Code)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[X]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[X]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
8.01. Other
Events.
On March
8, 2010, the Board of Directors (the “Board”) of PGT, Inc. (the “Company”)
established the date of the Company’s 2010 annual meeting of stockholders and
set the record date for stockholders eligible to vote at the annual
meeting. The Company’s 2010 annual meeting of stockholders will be
held on Tuesday, April 6, 2010. The Board has fixed the close of
business on March 19, 2010, as the record date for the determination of
stockholders entitled to notice of, and to vote at, the annual meeting and any
postponement or adjournment thereof.
Also on
March 8, 2010, the Company’s Board approved, subject to stockholder approval at
the Company’s 2010 annual meeting of stockholders, an amendment to the Company’s
2006 Equity Incentive Plan (the “2006 Plan”) to permit the Company to offer to
employees of the Company the opportunity to voluntarily exchange outstanding
stock options granted under the 2006 Plan or the Company’s 2004 Stock Incentive
Plan that have an exercise price of at least $3.09 per share for replacement
options that will represent the ability to purchase, at a lower exercise price
and subject to a new term and new vesting schedule, an equal number of shares of
common stock.
The
filing of this Current Report on Form 8-K is intended to satisfy the Company’s
filing obligations under Exchange Act Rule 13e-4(c) regarding communications
made by an issuer prior to the commencement of any issuer tender offer and Rule
14a-12 regarding proxy solicitation materials distributed prior to the filing of
a proxy statement, meeting the requirements of Exchange Act Rule
14a-3(a).
Additional Information and
Where to Find It
This
announcement is for informational purposes only and is not an offer to buy, or
the solicitation of an offer to sell, any of the Company’s securities. At the
time the option exchange is commenced, the Company will provide stock option
holders who are eligible to participate in the option exchange with written
materials explaining the precise terms and timing of the option exchange.
Persons who are eligible to participate in the option exchange should read these
written materials carefully when they become available because they will contain
important information about the exchange program. The Company will also file
these written materials with the United States Securities and Exchange
Commission (the “SEC”) as part of a tender offer statement upon the commencement
of the offer. The Company’s stockholders and option holders will be able to
obtain these written materials and other documents filed by the Company with the
SEC free of charge from the Company’s website at www.pgtindustries.com or from
the SEC’s website at www.sec.gov.
In
addition, the Company intends to file with the SEC and distribute to its
stockholders a proxy statement to solicit proxies for approval of the amendment
to the 2006 Plan, as required by the rules of the Nasdaq Stock
Market. Before making any voting decision, stockholders are urged to
read the definitive proxy statement when it becomes available because it will
contain important information about the exchange program. You may
obtain a free copy of the definitive proxy statement (if and when it becomes
available) and other related documents filed by PGT with the SEC at the SEC’s
web site at www.sec.gov. The definitive proxy statement (if and when
it becomes available) and the other documents may also be obtained for free from
the Company’s website at www.pgtindustries.com.
Participants in the
Solicitation
PGT,
Inc., its directors and executive officers, other members of management, and
employees may be deemed to be participants in the solicitation of proxies from
stockholders in respect of the option exchange. You can find information about
the executive officers and directors of PGT in the Company’s Annual Report on
Form 10-K filed with the SEC on March 19, 2009, and definitive proxy statement
filed with the SEC on April 20, 2009. You can obtain free copies of these
documents at the Company’s web site or the SEC’s web site at the addresses
referenced above.
Additional
information regarding the interests of such potential participants in the
solicitation will be included in the definitive proxy statement and the other
relevant documents filed with the SEC when they become available.
Forward-Looking
Statements
Statements
in this report and the exhibits hereto which are not purely historical facts or
which necessarily depend upon future events, including statements about
forecasted financial performance or other statements about anticipations,
beliefs, expectations, hopes, intentions, or strategies for the future, may be
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended. Readers are cautioned not to place
undue reliance on forward-looking statements. All forward-looking
statements are based upon information available to PGT, Inc. on the date this
release was submitted. PGT, Inc. undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events, or otherwise. Any forward-looking
statements involve risks and uncertainties that could cause actual events or
results to differ materially from the events or results described in the
forward-looking statements, including risks or uncertainties related to the
Company’s revenues and operating results’ being highly dependent on, among other
things, the homebuilding industry, aluminum prices, and the
economy. PGT, Inc. may not succeed in addressing these and other
risks. Further information regarding factors that could affect our
financial and other results can be found in Part 1, “Item 1A. Risk Factors” in
our Annual Report on Form 10-K for the year ended January 3, 2009 (File No.
000-52059) filed with the United States Securities and Exchange
Commission. Consequently, all forward-looking statements in this
report and the attachment and exhibit hereto are qualified by the factors,
risks, and uncertainties contained therein.
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.
PGT,
INC.
By: /s/ Mario Ferrucci
III
Name: Mario
Ferrucci III
Title: Vice
President and General Counsel