UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 23, 2011
Commercial Metals Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-4304
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75-0725338 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 6565 N. MacArthur Blvd. |
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| Irving, Texas
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75039 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(214) 689-4300
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
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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))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangement of Certain Officers. |
On May 23, 2011, the Board of Directors of Commercial Metals Company (the “Company”) announced
that effective September 1, 2011, Joseph Alvarado will assume the role of President and Chief
Executive Officer of the Company. Mr. Alvarado joined the Company as Executive Vice President and
Chief Operating Officer in April 2010 and was promoted to the position of President on April 6,
2011. From 2004 to 2007, Mr. Alvarado was employed as President and Chief Operating Officer at
Lone Star Technologies, Inc., a Dallas, Texas-based manufacturer and marketer of alloy and carbon
welded oil country tubular goods and line pipe. In 2007, U.S. Steel, a steel producer, acquired
Lone Star Technologies, Inc. and named Mr. Alvarado its President, U.S. Steel Tubular Products.
In connection with Mr. Alvarado’s appointment as President and Chief Executive Officer of the
Company, Mr. Alvarado’s employment agreement (the “Alvarado Agreement”) with the Company was
amended to reflect the effective date of his new position and his new title.
Murray R. McClean will continue to serve the Company as Chief Executive Officer through August
31, 2011 and will continue to serve as Chairman of the Board of Directors through August 31, 2012.
In connection with his transition, on May 23, 2011, the Company and Mr. McClean entered into an
Amended and Restated Employment Agreement (the “McClean Agreement”) to reflect: (i) the effective
date of his new position, (ii) his new title, and (iii) his
revised minimum annual base
salary of $400,000 effective September 1, 2011. Mr. McClean’s salary, benefits and other terms and
conditions of employment will remain unchanged through August 31, 2011. Pursuant to the McClean
Agreement, the Company agreed to pay Mr. McClean a lump sum payment of $3,023,860 and other
specified benefits and payments upon his ultimate retirement from the
Company. The McClean Agreement provides for
accelerated vesting of certain of Mr. McClean’s outstanding equity awards. Under the McClean
Agreement, certain non-competition and non-solicitation restrictions and confidentiality provisions
in Mr. McClean’s prior employment agreement will continue to apply to Mr. McClean, and he agreed to
a release and waiver of claims in favor of the Company.
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| Item 7.01 |
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Regulation FD Disclosure. |
On May 23, 2011, the Company issued a press release (the “Press Release”) announcing that
effective September 1, 2011, Mr. Alvarado will assume the role of President and Chief Executive
Officer of the Company. A copy of the Press Release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 of Form 8-K, including Exhibit 99.1, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such filing.
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| Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is furnished with this Form 8-K.
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99.1 |
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Press Release dated May 23, 2011. |