UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) January 9, 2006
(January 3,2006)
Global Signal Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
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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))
Item 1.01 Entry Into a Material Definitive Agreement
On January 3, 2006, Global Signal Inc. (the "Company") executed
several indexed deferred shares award agreements, substantially in the form
filed herewith as Exhibit 10.1 - Form of Indexed Deferred Shares Award
Agreement (the "Indexed Deferred Shares Award Agreement") and incorporated
herein by reference in its entirety, with certain employees, including Jeffrey
Klopf (who was granted 1,163 deferred shares, as may be modified as discussed
below) pursuant to the Global Signal Inc. Omnibus Stock Incentive Plan (the
"Plan").
A copy of the Plan was filed as Exhibit 10.21 to the Company's
Registration Statement on Form S-11, filed on February 13, 2004, and is
incorporated herein by reference. The following is a summary of the material
terms of the Indexed Deferred Shares Award Agreement, which is qualified in its
entirety be reference to Exhibit 10.1.
Under the Indexed Deferred Shares Award Agreement, the Company grants
to the employee an indexed deferred shares award (the "Indexed Deferred Shares
Award"), which represents the right to receive up to that number of shares of
common stock, par value $0.01, of the Company (the "Common Stock"), equal to up
to 150% of an initial amount of shares (the "Deferred Shares") determined by a
formula set forth in the Indexed Deferred Shares Award Agreements. The amount
of shares that each employee may receive pursuant to the Indexed Deferred
Shares Award is based on the Company's annualized dividend declared in respect
of the fourth quarter of 2006. The interest of the employee in the Indexed
Deferred Shares Award will vest as to one-third of such Deferred Shares on
December 31, 2008, and as to an additional one-third on December 31, 2009 and
as to the last one-third on December 31, 2010, conditioned upon the employee's
continued employment with the Company as of each vesting date. In the event of
the employee's termination, the Indexed Deferred Shares Award Agreements
contain provisions that provide for the amount of shares that each employee may
be entitled to receive pursuant to the Indexed Deferred Shares Award depending
upon the circumstances surrounding the termination. The Indexed Deferred Shares
Award and the right to receive any award thereunder may not be sold, pledged or
otherwise transferred until the applicable shares become vested. The employee
shall have no rights of a shareholder, including the right to vote and receive
cash dividends, with respect to any shares of Common Stock under the Indexed
Deferred Shares Award until the shares thereunder vest, provided, however,
that, subject to the employee's continued employment with the Company as of
each record date, the employee will be entitled to receive a cash payment (less
applicable withholding) equal to the amount of any dividends paid on the Common
Stock on any unvested shares covered by the Indexed Deferred Shares Award, as
such number of shares may have been modified as discussed above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
EXHIBIT NO. DESCRIPTION
10.1 Form of Indexed Deferred Shares Award Agreement
SIGNATURE
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Jeffrey A. Klopf
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Jeffrey A. Klopf
Executive Vice President,
General Counsel and Secretary
Date: January 9, 2006
EXHIBIT INDEX
Exhibit Number Exhibit
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10.1 Form of Index Deferred Shares Award Agreement