UNITED STATES
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) January 6, 2005
-----------------------------
Global Signal Inc.
------------------
(Exact name of registrant as specified in its charter)
Delaware 001-32168 65-0652634
------------------------------------------------------------------------------
(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
301 North Cattlemen Road, Suite 300, Sarasota, Florida 34232
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (941) 364-8886
-------------------------
------------------------------------------------------------------------------
(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
On January 6, 2005, Global Signal Inc. (the "Company") executed
several restricted shares award agreements, substantially in the form filed
herewith as Exhibit 10.01 --form of restricted shares award agreement (the
"Restricted Shares Award Agreement") and incorporated herein by reference in
its entirety, with certain employees, including those listed below, pursuant
to the Global Signal Inc. Omnibus Stock Incentive Plan (the "Plan").
Agreements were made with the following executive officers: David J. Grain
(9,469 restricted shares), William T. Freeman (18,939 restricted shares),
Jeffrey S. Langdon (15,151 restricted shares), Ronald G. Bizick II (3,787
restricted shares), Massoud Sedigh (3,787 restricted shares), Greerson G.
McMullen (9,469 restricted shares), Camille Blommer (1,893 restricted shares)
and Thomas Guard (3,787 restricted shares).
A copy of the Plan was filed as Exhibit 10.21 to the Company's
Registration Statement on Form S-11, filed on February 13, 2004, and is
incorporated herein by reference. The following is a summary of the material
terms of the Restricted Shares Award Agreement, which is qualified in its
entirety be reference to Exhibit 10.1:
The Company issues to the employee restricted shares of common stock,
par value $0.01 per share, of the Company (the "Restricted Stock"), effective
as of the grant date. The interest of the employee in the Restricted Stock
shall vest as to one-third of such Restricted Stock on the third anniversary
of the grant date, and as to an additional one-third on each succeeding
anniversary date, so as to be 100% vested on the fifth anniversary thereof,
conditioned upon the employee's continued employment with the Company as of
each vesting date. Notwithstanding the foregoing, one-third of the Restricted
Stock of the employee shall vest, and the remainder of the Restricted Stock
shall be forfeited, upon a termination of the employee's employment due to the
employee's death, by the Company other than for cause or by the employee for
good reason. 100% of the then unvested Restricted Stock of the employee shall
vest in the event of both (i) a change of control and (ii) employee's
employment is terminated other than for cause or employee terminates his or
her employment for good reason within 12 months of the change of control. Except
as otherwise set forth in the agreement, if the employee's employment with the
Company is terminated for any reason, the Restricted Stock subject to the
provisions of the agreement which has not vested at the time of the employee's
termination of employment shall be forfeited by the employee, and ownership
transferred back to the Company. The Restricted Stock may not be sold, pledged
or otherwise transferred until the Restricted Stock becomes vested. The
employee shall have all the rights of a shareholder, including the right to
vote and receive cash dividends, with respect to the Restricted Stock.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit:
EXHIBIT NO. DESCRIPTION
10.1 Form of Restricted Shares Award Agreement
SIGNATURE
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.
GLOBAL SIGNAL INC.
(Registrant)
/s/ Greerson G. McMullen
------------------------------
Greerson G. McMullen
Executive Vice President,
General Counsel & Secretary
Date: January 12, 2005