UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
Date of report (Date of earliest event reported) February 9, 2005
Republic Services, Inc.
Delaware
| 1-14267 | 65-0716904 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida | 33301 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(954) 769-2400
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
Grants of Restricted Stock.
On February 9, 2005, the Company granted the following number of shares of restricted stock to the following executive officers of the Company under the 1998 Stock Incentive Plan, a copy of which was previously filed as exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2002 and is incorporated herein by reference, and the Executive Restricted Stock Agreement, a form of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The shares of restricted stock vest 25% each year over a four year period.
| NAME | SHARES | |||
James E. O’Connor |
24,000 | |||
Tod C. Holmes |
16,000 | |||
Michael J. Cordesman |
16,000 | |||
David A. Barclay |
16,000 | |||
On February 9, 2005, the Company granted the following number of shares of restricted stock to the following executive officers of the Company under the 1998 Stock Incentive Plan and the Executive Restricted Stock Agreement, a form of which is attached hereto as Exhibit 10.2 and incorporated herein by reference. As these grants were made in lieu of salary increases, the shares of restricted stock vest and become exercisable on January 1, 2006.
| NAME | SHARES | |||
James E. O’Connor |
4,000 | |||
Tod C. Holmes |
2,000 | |||
Michael J. Cordesman |
2,000 | |||
David A. Barclay |
2,000 | |||
Grant of Stock Units. On February 9, 2005, the Company granted the following stock units to its directors under the 1988 Stock Incentive Plan and the Non-Employee Director Stock Unit Agreement, a form of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
| NAME | UNITS | |||
John W. Croghan |
4,000 units | |||
Harris W. Hudson |
4,000 units | |||
W. Lee Nutter |
4,000 units | |||
Ramon A. Rodriguez |
4,000 units | |||
Allan C. Sorensen |
4,000 units | |||
Michael W. Wickham |
4,000 units | |||
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
| Exhibit No. | Description | |
10.1
|
Form of Executive Restricted Stock Agreement | |
10.2
|
Form of Executive Restricted Stock Agreement | |
10.3
|
Form of Non-Employee Director Stock Unit Agreement |
SIGNATURES
Pursuant to the requirement 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.
| February 15, 2005 | REPUBLIC SERVICES, INC. |
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| By: | /s/ Tod C. Holmes | |||
| Tod C. Holmes | ||||
| Senior Vice President and
Chief Financial Officer (Principal Financial Officer) |
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| By: | /s/ Charles F. Serianni | |||
| Charles F. Serianni | ||||
| Vice President and
Chief Accounting Officer (Principal Accounting Officer) |
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Exhibit Index
| Exhibit No. | Description | |
10.1
|
Form of Executive Restricted Stock Agreement | |
10.2
|
Form of Executive Restricted Stock Agreement | |
10.3
|
Form of Non-Employee Director Stock Unit Agreement |