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
Date of report: MARCH 10, 2005
Date of earliest event reported: FEBRUARY 28, 2005
STERLING CHEMICALS, 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)
000-50132 76-0502785
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(Commission File Number) (IRS Employer Identification No.)
333 CLAY STREET, SUITE 3600
HOUSTON, TEXAS 77002-4109
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(Address of Principal Executive Offices and Zip Code)
(713) 650-3700
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01 Entry into a Definitive Material Agreement
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On February 28, 2005, the Board of Directors of Sterling Chemicals,
Inc., a Delaware corporation ("Sterling"), authorized the payment of annual
bonus awards to each of its employees, including each of Sterling's executive
officers in respect of the year ended December 31, 2004. The annual bonus awards
were discretionary in that Sterling has not attained the financial performance
goals under its Bonus Plan. The Board of Directors considered various factors in
setting the amounts of the bonus awards, including the significant efforts of
management and other employees in achieving substantial cost reductions over the
course of the year, competitive pay practices, job scope and responsibility and
Sterling's need to attract, retain and reward executive talent. In addition, the
Board of Directors evaluated each executive's leadership by considering a
variety of factors, including, among others, developing effective cost reduction
strategies, driving results and maintaining environmental, health and safety
performance. The following table sets forth cash payments in respect of annual
bonus awards for 2004 and 2003 to each of Sterling's executive officers who will
be included as the Named Executive Officers in Sterling's 2005 proxy statement:
NAME AND PRINCIPAL POSITION FISCAL YEAR BONUS
--------------------------- ----------- -----
Richard K. Crump 2004 $ 126,140
President and Chief 2003 0
Executive Officer
Paul G. Vanderhoven 2004 50,256
Senior VP - Finance and 2003 0
Chief Financial Officer
Kenneth M. Hale 2004 38,250
Senior VP, General 2003 0
Counsel and Secretary
Paul C. Rostek 2004 32,980
Senior VP - Commercial 2003 0
Wayne R. Parker* 2004 0
Senior VP - Human Resources and 2003 0
Admin
* Mr. Parker left Sterling on December 31, 2004 and, consequently, was not
eligible for a bonus award.
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On March 10, 2005, the Compensation Committee of the Board of
Directors approved the annual base salaries (effective as of March 1, 2005) of
Sterling's executive officers after a review of performance and competitive
market data. The following table sets forth the annual base salary levels for
2004 and 2005 for each of Sterling's Named Executive Officers:
NAME AND PRINCIPAL POSITION FISCAL YEAR BASE SALARY
--------------------------- ----------- -----------
Richard K. Crump 2005 $ 380,000
President and Chief 2004 371,000
Executive Officer
Paul G. Vanderhoven 2005 246,000
Senior VP - Finance and 2004 236,500
Chief Financial Officer
Kenneth M. Hale 2005 212,500
Senior VP, General 2004 196,500
Counsel and Secretary
Paul C. Rostek 2005 201,750
Senior VP - Commercial 2004 194,000
Wayne R. Parker 2005 0
Senior VP - Human Resources and 2004 177,167
Admin
Sterling intends to provide additional information regarding the
compensation awarded to the Named Executive Officers in respect of and during
the year ended December 1, 2004, in the proxy statement for Sterling's 2005
annual meeting of stockholders, which is expected to be filed with the
Securities and Exchange Commission in April 2005.
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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.
STERLING CHEMICALS, INC.
By: /s/ Richard K. Crump
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Richard K. Crump
President and Chief Executive
Officer
Dated: March 10, 2005
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