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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported: February 17, 2006)
North American Galvanizing & Coatings, Inc.
(Exact name of registrant as specified in charter)
Delaware 1-3920 71-0268502
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2250 East 73rd Street, Tulsa, Oklahoma 74136-6832
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code): (918) 494-0964
NOT APPLICABLE
(Former name or former address, if changed since last report)
[ ] 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 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))I
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ITEM 1.01 - AMENDMENT TO A MATERIAL AGREEMENT
North American Galvanizing & Coatings, Inc. offered the noteholders of its $1
million subordinated promissory notes the opportunity to extend the maturity
date one year to February 17, 2007. All other note terms remained unchanged. The
extension, which was offered on a voluntary basis, was 100% subscribed.
The furnishing of this information shall not be deemed an admission as to the
materiality of the information included in this Current Report. This information
is not filed but is furnished pursuant to Regulation FD.
ITEM 7.01 - REGULATON FD DISCLOSURE
On February 17, 2006, the Board of Director's Compensation Committee of North
American Galvanizing & Coatings, Inc. approved amendments both to the Director
Stock Unit Program and the 2004 Incentive Stock Plan. These plans were approved
by the shareholders in May, 2004.
The amendments to the Director Stock Unit Program add language concerning
accelerated and delayed payments. These amendments were made due to the proposed
409a regulations issued by the IRS late in 2005. The amendments to the 2004
Incentive Stock Plan bring the Plan into compliance with Section 409A of the
Internal Revenue Code of 1986, as amended. Complete copies of the amended
Director Stock Unit Program and 2004 Incentive Stock Plan will be filed with the
quarterly report dated March 31, 2006.
The furnishing of this information shall not be deemed an admission as to the
materiality of the information included in this Current Report. This information
is not filed but is furnished pursuant to Regulation FD.
ITEM 8.01 - OTHER EVENTS
The Company announced that it would hold its Annual Meeting of Stockholders on
May 19, 2006 in New York City. Stockholders of record on March 20, 2006 may
attend the annual meeting. The company anticipates delivering proxy statements
to shareholders in early April, 2006.
The furnishing of this information shall not be deemed an admission as to the
materiality of the information included in this Current Report. This information
is not filed but is furnished pursuant to Regulation FD.
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.
Date: February 21, 2006
North American Galvanizing & Coatings, Inc.
By: /s/ Beth B. Hood
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Beth B. Hood
Vice President and Chief Financial Officer