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 (Date of earliest event reported): July 31, 2008
WESCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-14989
|
|
25-1723345 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
| |
225 West Station Square Drive, Suite 700
|
|
|
Pittsburgh, Pennsylvania
|
|
15219 |
| |
|
|
(Address of principal executive offices)
|
|
(Zip code) |
Registrant’s telephone number, including area code: (412) 454-2200
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective
July 31, 2008, William Goodwin, Vice President, operations
of WESCO International, Inc. (the “Company”), retired from
his position with the Company. In connection with Mr. Goodwin’s
retirement, the Company amended the stock option agreement
and three stock appreciation rights agreement of Mr. Goodwin. Each agreement was amended to
change the respective definitions of “Retirement at Normal Retirement Age” therein. Copies of the
Company’s form of stock option agreement, the form of a prior amendment to the Company’s form of
stock option agreement and forms of the three stock appreciation
rights agreements with Mr. Goodwin that are being amended are attached
to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3,
10.4 and 10.5 respectively. Attached as Exhibit 10.6 to this Current
Report on Form 8-K is a form
of an additional stock appreciation rights agreement entered into with
Mr. Goodwin but not amended in connection with Mr. Goodwin’s
retirement. Copies of forms of the amendments to
Mr. Goodwin’s stock option agreement and three stock
appreciation rights agreements are
attached to this Current Report on Form 8-K as Exhibits 10.7 and 10.8 respectively.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| |
10.1 |
|
Form of Management Stock Option Agreement (incorporated by reference to Exhibit
10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30,
1998). |
| |
| |
10.2 |
|
Form of Amendment to Management Stock Option Agreement (Incorporated by
reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated March 2,
2006). |
| |
| |
10.3 |
|
Form of Stock Appreciation Rights Agreement entered into with
William Goodwin in September 2004.
|
| |
| |
10.4 |
|
Form of Stock Appreciation Rights Agreement entered into with
William Goodwin in July 2005.
|
| |
| |
10.5 |
|
Form of Stock Appreciation Rights Agreement entered into with
William Goodwin in July 2006.
|
| |
| |
10.6 |
|
Form of Stock Appreciation Rights Agreement entered into with
William Goodwin in July 2007.
|
| |
| |
10.7 |
|
Form of Amendment to Stock Option Agreement of William Goodwin. |
| |
| |
10.8 |
|
Form of Amendment to Stock
Appreciation Rights Agreements of William Goodwin. |