SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): 3-23-06
AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware 1-9102 77-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
245 South Los Robles Ave., Pasadena, California 91101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(626) 683-4000
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFG 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 CFT240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e4(c))
Item 1.01 Entry into a Material Definitive Agreement
On March 22, 2006, the Registrant granted 1,200 shares of restricted stock to
each of the following non-employee Directors under the Registrant's 2004 Stock
Incentive Plan: David Davenport, J. Michael Hagan, Terry L. Haines, John E.
Peppercorn and Dennis C. Poulsen. The grant of restricted stock was made
pursuant to the terms of the 2004 Stock Incentive Plan, a copy of which was
filed as Registration Statement No. 333-114534 on Form S-8 filed on April 16,
2004 and incorporated herein by reference; and the terms of a Form of Restricted
Stock Grant document, a copy of which is filed as Exhibit 99.1 to this Report
and incorporated herein by reference.
Item 2.02 - Results of Operations and Financial Condition
On March 22, 2006, the Registrant issued a press release regarding its results
of operations for the first quarter ended March 5, 2006. A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
The information in this report, including the exhibit attached hereto, is being
furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities thereunder. The information in this report
will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD OR
Item 12.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Cautionary statement for purposes of the 'Safe Harbor" provisions of
The Private Securities Litigation Reform Act of 1995: Any statements in
this report that refer to the exhibit attached hereto, that refer to
the estimated or anticipated future results of the Registrant are
forwarded-looking and reflect the Registrant's current analysis of
existing trends and information. Actual results may differ from current
expectations based on a number of factors affecting the Registrant's
businesses, including competitive conditions and changing market
situations. Matters affecting the economy generally, including the
state of economies worldwide, can also affect the Registrant's results.
Forward-looking statements represent the Registrant's judgment only as
of the date of this report. Since actual results could differ
materially from such statements, the reader is cautioned not to rely on
these forward-looking statements. Moreover, the Registrant disclaims
any intent or obligation to update these forward-looking statements.
`
Item 5.02(b) - Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Former Director Peter K. Barker decided not to stand for re-election for
personal reasons at the 2006 Annual Meeting of Stockholders held on March 22,
2006.
Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective March 22, 2006, Registrant amended the By-laws to reduce the number of
directors to six (6) from (7).
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 thereunto duly authorized.
AMERON INTERNATIONAL CORPORATION
Date: March 23, 2006 By: /s/ Javier Solis
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Javier Solis
Senior Vice President & Secretary