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
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| Date of report (Date of earliest event reported):
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October 26, 2005 |
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AMERICAN AXLE & MANUFACTURING HOLDINGS, INC
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-14303
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36-3161171 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| One Dauch Drive, Detroit, Michigan
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48211-1198 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(313) 758-2000
(Registrant’s Telephone Number, Including Area Code)
(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):
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))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On October 26, 2005, the Compensation Committee (the “Compensation Committee”) of the Board of
Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) approved amendments to the
outstanding employee stock options that were granted under AAM’s 1999 Stock Incentive Plan in years
2002 through 2005, including stock options to purchase a total of 2,327,500 shares of AAM’s common
stock that were granted to executive officers of AAM. Forms of the stock option agreements for the
stock options granted in years 2002, 2003, 2004 and 2005, are included as Exhibits 10.1, 10.2, 10.3
and 10.4, respectively, and are incorporated by reference herein.
The Compensation Committee approved amendments to the vesting of the stock options granted in 2004
and 2005, including options to purchase a total of 987,500 shares of AAM’s common stock that were
granted to executive officers, to provide that, effective December 31, 2005, the then unvested and
outstanding stock options will vest and become exercisable in full to the extent that the exercise
price of the stock options equals or exceeds the fair market value of AAM’s common stock on
December 31, 2005. The amendment is intended to eliminate future compensation expense with respect
to the stock options that AAM would otherwise recognize in its financial statements under Financial
Accounting Standards Board Statement No. 123 (revised 2004), “Share-Based Payment”. The expense
will be reflected in pro forma disclosure in the notes to AAM’s financial statements for the
period ending December 31, 2005.
The Compensation Committee also approved amendments to the termination provisions of the stock
options granted in 2002 and 2003, including stock options to purchase a total of 1,340,000 shares
of AAM’s common stock that were granted to executive officers, and to the stock options granted in
2004 and 2005. As amended, the stock options will be fully vested upon the death or
disability of the employee, the employee’s retirement from AAM, the employee’s termination as a
result of a reorganization of AAM, or in the event of a change in control of AAM, and will remain
exercisable until the fifth anniversary of the date of termination, but not beyond the tenth
anniversary of the date of grant.
In addition, on October 26, 2005, the Compensation Committee approved a new form of award agreement
for stock options granted under the Plan. The form of agreement is included as Exhibit 10.5 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit No. |
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Description |
10.1
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Form of 2002 Stock Option Agreement |
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10.2
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Form of 2003 Stock Option Agreement |
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10.3
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Form of 2004 Stock Option Agreement |
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10.4
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Form of 2005 Stock Option Agreement |
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10.5
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Form of Nonqualified Stock Option Agreement |
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.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
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| Date: October 31, 2005 |
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/s/ Patrick S. Lancaster |
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Vice President, Chief Administrative Officer & Secretary |
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