| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
1
| April 1, | December 31, | |||||||
| 2009 | 2008 | |||||||
Receivable from Trustee (Myers Industries, Inc.) |
$ | 0 | $ | 76,640 | ||||
| 2009 | 2008 | 2007 | ||||||||||
Assets Available for Plan Benefits at Beginning of Year |
$ | 76,640 | $ | 84,932 | $ | 105,448 | ||||||
Contributions: |
||||||||||||
Participants’ Contributions During Year |
72,899 | 330,461 | 394,195 | |||||||||
Assets Available for Stock Purchases |
149,539 | 415,393 | 499,643 | |||||||||
Less: |
||||||||||||
Assets Used for Stock Purchases |
(149,539 | ) | (338,753 | ) | (414,711 | ) | ||||||
Assets Available For Plan Benefits at End of Year |
$ | 0 | $ | 76,640 | $ | 84,932 | ||||||
2
| 1. | SUSPENSION OF THE PLAN |
| 2. | DESCRIPTION OF THE PLAN |
| (a) | GENERAL. The shareholders of the Company approved the adoption of a nonqualified
Employee Stock Purchase Plan. The Plan is designed to encourage, facilitate and provide
employees with an opportunity to share in the favorable performance of the Company through
ownership of the Company’s Common Stock. |
| (b) | PURPOSE. The purpose of the Plan is to provide employees (including officers) of the
Company and its subsidiaries with an opportunity to purchase Common Stock through payroll
deductions. |
| (c) | ADMINISTRATION. The Plan is administered by a committee appointed by the Board of
Directors. All questions of interpretation or application of the Plan are determined by the
Board of Directors (or its appointed committee) and its decisions are final, conclusive and
binding upon all participants. All administrative and other costs related to the Plan are
paid by the Company. |
| (d) | ELIGIBILITY AND PARTICIPATION. Any permanent employee (including an officer) who has
been employed for at least one calendar year by the Company, or its subsidiaries who have
adopted the Plan, is eligible to participate in the Plan, provided that such employee is
employed by the Company on the date his participation is effective and subject to
limitations on stock ownership described in the Plan. Eligible employees become
participants in the Plan by delivering to the Company a subscription agreement authorizing
payroll deductions prior to the commencement of the applicable offering period. |
| (e) | OFFERING DATES. The Plan is implemented by one offering during each calendar quarter.
Offering periods end on the last day of each calendar quarter. The Board of Directors has
the power to alter the duration of the offering periods without shareholder approval. |
3
| (f) | PURCHASE PRICE. The Price at which shares may be purchased in an offering under the
Plan is 90% of the fair market value of the Common Stock on the last day of the prior
calendar quarter. The fair market value of the Common Stock on a given day is the closing
price for that date as listed on the New York Stock Exchange. |
| (g) | PAYROLL DEDUCTIONS. The purchase price of the shares to be acquired under the Plan is
accumulated by payroll deductions over the offering period. The rate of deductions may not
be less than five dollars ($5.00) per week or exceed 10% of a participant’s compensation,
and the aggregate of all payroll deductions during the offering may not exceed 10% of the
participant’s aggregate compensation for the offering period. A participant may discontinue
his participation in the Plan or may decrease or increase the rate of payroll deductions at
any time during the offering period by filing with the Company a new authorization for
payroll deductions. All payroll deductions made for the participant are credited to their
account under the Plan and are deposited with the general funds of the Company to be used
for any corporate purpose. |
| (h) | WITHDRAWAL. A Participant in the Plan may terminate his interest in a given offering in
whole, but not in part, by giving written notice to the Company of his election to withdraw
at any time prior to the end of the applicable offering period. Such withdrawal
automatically terminates the participant’s interest in that offering, but does not have any
effect on the participant’s eligibility to participate in subsequent offerings under the
Plan. |
| (i) | TERMINATION OF EMPLOYMENT. Termination of a participant’s employment for any reason,
including retirement or death, cancels his or her participation in the Plan immediately. |
| (j) | NONASSIGNABILITY. No rights or accumulated payroll deductions of an employee under the
Plan may be pledged, assigned, transferred or otherwise disposed of in any way for any
reason, other than on account of death. Any attempt to do so may be treated by the Company
as an election to withdraw from the Plan. |
| (k) | AMENDMENT AND TERMINATION OF THE PLAN. The Board of Directors may at any time amend or
terminate the Plan. Except as provided above, no amendment may be made to the Plan without
the prior approval of the shareholders if such amendment would increase the number of
shares reserved under the Plan, permit payroll deductions at a rate in excess of 10% of a
participant’s compensation, materially modify the eligibility requirements or materially
increase the benefits which may accrue to participants under the Plan. |
| (l) | TAXATION. Participants in the Plan, which is nonqualified for federal income tax purposes, are
taxed currently on the 10% discount on the purchase price granted by the Plan in the year
in which stock is purchased. The 10% discount is treated as ordinary income to the
participant and that amount is currently deductible by the Company to the extent the
participant’s total compensation from the Company is within the “reasonable compensation”
limits imposed by Section 162 of the Internal Revenue Code of 1986, as amended. |
4
| 3. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| (a) | BASIS OF PRESENTATION. The accompanying statements of assets available for plan
benefits and statements of changes in assets available for plan benefits are prepared on
the liquidation basis of accounting (2009) and on the accrual basis of accounting (2008).
The application of the liquidation basis of accounting did not have a material effect on
these financial statements. |
| (b) | USE OF ESTIMATES. The preparation of the financial statements in conformity with U.S.
generally accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect the reported amounts and disclosures. Actual results could
differ from those estimates. |
5
| Myers Industries, Inc. | ||||
| (Registrant) | ||||
DATE
March 30, 2010
|
By: | /s/ Donald A. Merril | ||
| Donald A. Merril | ||||
| Chief Financial Officer, Vice President | ||||
| and Corporate Secretary | ||||