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 February 22, 2007 (February 22, 2007)
reported) --------------------------------------
L. B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (412) 928-3417
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None
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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 ommunications 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 5.04 Temporary Suspension of Trading Under Registrant's
Employee Benefit Plans
A temporary suspension of trading under the Registrant's sponsored 401(k) Plan
(the "Plan") will be in effect from 4:00 p.m. Eastern Daylight Savings Time on
March 28, 2007 to, it is expected, April 4, 2007 (the "Blackout Period"). The
Blackout Period is required due to the Plan changing, during the Blackout
Period, the valuation of the Plan's L.B. Foster Common Stock Fund (the "Fund")
from unitized to real time trading.
Currently, the Fund is a unitized fund (stock is held in units instead of
shares), which units are comprised of Registrant's common stock plus short term
investments. During the conversion to the real time environment, the short term
investment portion of the Fund will be used to purchase actual shares of
Registrant's common stock. Once the Fund is converted, participants will trade
actual shares of stock instead of units. During the Blackout Period,
participants will be unable to perform exchanges, make future investment
elections, obtain a loan or obtain a distribution with respect to the Fund.
Registrant has designated its Vice President - Human Resources, Brian H. Kelly,
to respond to inquiries about the Blackout Period. Mr. Kelly can be contacted at
the following address and telephone number.
Brian H. Kelly
Vice President - Human Resources
L.B. Foster Company
415 Holiday Drive
Pittsburgh, PA 15220
412-928-3491
Pursuant to Section 306(a)1 of the Sarbanes-Oxley Act, Registrant's executive
officers and directors may not purchase, sell or otherwise acquire or transfer
any of the Company's common stock during the Blackout Period.
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.
L.B. Foster Company
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(Registrant)
Date: February 22, 2007
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/s/David J. Russo
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David J. Russo
Senior Vice President,
Chief Financial Officer and Treasurer