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 At of 1934
Date of report (Date of earliest event reported):
March 15, 2006
NORTH ATLANTIC HOLDING COMPANY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
333-115587 20-0709285
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(Commission File Number) (IRS Employer Identification No.)
3029 West Muhammad Ali Boulevard
Louisville, Kentucky 40212
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(Address of Principal Executive Offices) (Zip Code)
(502) 778-4421
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(Registrant's Telephone Number, Including Area Code)
N/A
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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.
(a)
On March 15, 2006, the Board of Directors (the "Board") of North
Atlantic Holding Company, Inc. (the "Company") approved restricted stock awards
to non-employee directors of the Company pursuant to the North Atlantic Holding
Company, Inc. 2006 Equity Incentive Plan (the "Plan"). As previously reported,
the Plan was adopted by the Company's Board of Directors on February 8, 2006 and
provides for the granting of non-qualified stock options and restricted stock
awards to employees, consultants and directors as compensation for past or
future services or the attainment of certain performance goals. The Board also
approved a form of Restricted Stock Award Agreement (the "Form Award Agreement")
pursuant to which awards under the Plan may be granted to non-employee
directors.
The Form Award Agreement provides for grants of restricted stock,
vesting 20% on the grant date and 20% on each of the first, second, third and
fourth anniversaries of the grant date. The vesting of restricted stock awards
is subject to acceleration in the event of a Change of Control (as defined in
the Form Award Agreement). The Form Award Agreement provides for forfeiture of
restricted (unvested) stock awards upon termination of the grantee's services
for any reason. By executing the Form Award Agreement, the grantee agrees to be
bound by all of the provisions of the Company's Amended and Restated Exchange
and Stockholders' Agreement, dated as of February 9, 2004.
Pursuant to the Plan, on March 15, 2006, the Board approved grants of
2,500 shares of restricted stock to each of the Company's non-employee
directors, Jack Africk, Marc S. Cooper and Geoffrey J. F. Gorman, on the terms
set forth in the Form Award Agreement.
The foregoing summary of certain terms of the Plan and the Form Award
Agreement is qualified in its entirety by reference to the full text of the
Plan, which is attached hereto as Exhibit 10.1, and the full text of the Form
Award Agreement, which is attached hereto as Exhibit 10.2, each of which is
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 North Atlantic Holding Company, Inc. 2006 Equity Incentive
Plan, effective as of February 8, 2006.
10.2 Form of Restricted Stock Award Agreement for non-employee
directors under the North Atlantic Holding Company, Inc.
2006 Equity Incentive Plan.
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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.
NORTH ATLANTIC HOLDING COMPANY, INC.
By: /s/ Brian C. Harriss
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Name: Brian C. Harriss
Title: Senior Vice President and Chief
Financial Officer
Date: March 20, 2006
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EXHIBIT INDEX
No. Description
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10.1 North Atlantic Holding Company, Inc. 2006 Equity Incentive
Plan, effective as of February 8, 2006.
10.2 Form of Restricted Stock Award Agreement for non-employee
directors under the North Atlantic Holding Company, Inc.
2006 Equity Incentive Plan.
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