Amendment No. 2 to Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K/A

Amendment No. 2

 


 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 9, 2005

 


 

ABX AIR, INC.

(Exact name of registrant as specified in its charter)

 


 

DE   0-50368   91-1091619

(State or other jurisdiction

of incorporation)

  (Commission File No.)  

(IRS Employer

I.D. No.)

 

145 Hunter Drive, Wilmington, OH 45177

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (937) 382-5591

 

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):

 

¨ 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

 

The Corporation’s stockholders approved and adopted the ABX Air, Inc. 2005 Long-Term Incentive Plan (the “Plan”) at the Annual Stockholders’ Meeting held on May 5, 2005. A copy of the Plan was included as Appendix G to the Corporation’s 2005 Proxy Statement.

 

On June 9, 2005, the Compensation Committee of the Board of Directors approved and authorized the grant of performance-based stock units and restricted stock to the executive officers and senior management of the Corporation, based on the recommendations of a nationally recognized human resources consulting firm. The following grants were made to the named executive officers of the Corporation:

 

Position    


  

Name    


   Number of
Performance
Stock Units


   Number of
Shares of
Restricted
Stock


President & Chief Executive Officer

   Joseph C Hete    51,400    31,600

Senior Vice President, Maintenance & Engineering

   Dennis A. Manibusan    18,450    11,400

Senior Vice President, Ground Operations

   Thomas W. Poynter    14,100    8,600

Senior Vice President, Flight Operations

   Robert J. Morgenfeld    20,250    12,500

Vice President, Materials Management & Contracts

   John A. Jessup    8,850    5,500

 

On that same date, the Board of Directors of the Corporation approved and authorized the grant of restricted stock units to each of the independent directors of the Corporation. The following grants were made to the independent directors:

 

Name


   Number of
Restricted
Stock Units


James H. Carey

   6,400

John D. Geary

   6,400

Jeffrey J. Vorholt

   6,400

James E. Bushman

   6,400

 

The grants are subject to the terms of the Plan and the related award agreements, forms of which are filed as Exhibits 10(a), 10(b) and 10(c) to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits

 

Exhibit No.

 

Description    


10(a)   Revised Performance-based Stock Unit Award Agreement.
10(b)   Time-based Restricted Stock Award Agreement.
10(c)   Time-based Restricted Stock Unit Award Agreement.


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 thereunto duly authorized.

 

ABX AIR, INC.
By:  

/s/ W. Joseph Payne


    W. Joseph Payne
   

Vice President

General Counsel & Secretary

 

Date: July 12, 2005