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: February 16, 2006
(Date of earliest event reported): February 14, 2006
Commission File No. 1-5828
CARPENTER TECHNOLOGY CORPORATION
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(Exact name of Registrant as specified in its Charter)
Delaware 23-0458500
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
P.O. Box 14662
Reading Pennsylvania 19612
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 208-2000
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Former name or former address, if changed since last Report: N/A
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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:
|_| Written communications pursuant to Rule 425 under the Securities Act
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
|_| Pre-commencement to communications pursuant to Rule 13e-4(c) under the
Exchange Act
Items 1.02 and 8.01:
On February 13, 2006 Carpenter Technology Corporation issued a press release
announcing that Dr. J. Michael Fitzpatrick was hired as Vice Chairman of
Carpenter Technology Corporation, effective February 14, 2006. The most
significant terms of his employment include an annual base salary of $500,000
and the opportunity for a cash bonus payable under the Executive Annual
Compensation Plan ("EACP") (prorated for fiscal year 2006) upon the achievement
of certain financial performance goals. The corporate performance goals
applicable to Dr. Fitzpatrick are similar to those established for other
Executive Officers of Carpenter and are based upon return on net assets (RONA)
and earnings per share (EPS). The EACP performance goals are set at three
levels: Threshold, Target and Maximum. Upon achievement of each level, Dr.
Fitzpatrick will earn a percentage of his base salary as follows: Threshold -
40%; Target - 80%; Maximum - 160%. In addition, Dr. Fitzpatrick will have the
opportunity to earn grants of restricted stock (prorated for fiscal year 2006)
upon the achievement of the RONA and EPS goals as follows: Threshold - 1,500
shares; Target - 3,000 shares; Maximum - 6,000 shares. If earned, these shares
will vest ratably over two years. Dr. Fitzpatrick also received a grant of 5,000
shares of restricted stock that vest five years from the date of grant provided
that he remains employed by Carpenter at that time.
Dr. Fitzpatrick will be eligible for future grants of stock options as the
Carpenter Board of Directors may determine from time to time. He will also be
entitled to participate in Carpenter's Supplemental Executive Retirement Plan,
its Deferred Compensation Plan for Executives and Key Employees, its General
Retirement Plan, its 401(k) defined contribution plan and other Carpenter
benefit programs.
Item 9.01 - Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press release dated February 13, 2006
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 thereunto duly authorized.
Date: February 16, 2006 CARPENTER TECHNOLOGY CORPORATION
By: /s/ David A. Christiansen
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David A. Christiansen
Vice President, General Counsel
and Secretary