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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: November 21, 2006
DYCOM INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Florida 0-5423 59-1277135
(State or other jurisdiction) (Commission file number) (I.R.S. employer
of incorporation) identification no.)
11770 U.S. Highway One, Suite 101
Palm Beach Gardens, Florida 33408
(Address of principal executive offices) (Zip Code)
(561) 627-7171
(Registrant's telephone number, including area code)
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:
|_| 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-4c))
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Item 1.01 Entry into a Material Definitive Agreement.
1. 2003 Long-Term Incentive Plan.
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On October 17, 2006, the compensation committee (the "Committee")
of the Board of Directors (the "Board") of Dycom Industries, Inc. ("Dycom")
recommended, and the Board approved, subject to the approval of the shareholders
of Dycom, an amendment to the Dycom Industries, Inc. 2003 Long-Term Incentive
Plan (the "LTIP") providing for an increase of 2,000,000 shares of common stock,
from 1,089,727 to 3,089,727 as of November 28, 2006, authorized for issuance
under the LTIP. At the Annual Meeting of Shareholders of Dycom held on November
21, 2006, the shareholders of Dycom approved the amendment to the LTIP.
A copy of the amended and restated LTIP is attached hereto as
Exhibit 10.1.
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.
Dated: November 28, 2006
DYCOM INDUSTRIES, INC.
(Registrant)
By: /s/ Richard L. Dunn
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Name: Richard L. Dunn
Title: Senior Vice President and
Chief Financial Officer
Index to Exhibits
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Exhibit No. Description
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10.1 Dycom Industries, Inc. 2003 Long-Term Incentive Plan (as
amended and restated effective as of November 21, 2006).