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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 2, 2000
THOMASTON MILLS, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 0-1915 NO.58-0460470
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
115 East Main Street, P.O. Box 311, Thomaston, Georgia 30286-0004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 647-7131
NOT APPLICABLE
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(Former name or former address, if changed since last report.)
The Exhibit Index is located on page 4.
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Item 5. Other Events
On February 2, 2000, the Company's Board of Directors approved the
creation of a Senior Executive Management and Directors Incentive Plan
("Plan").
Under the Plan, certain key executives and directors of the Company who
purchase the Company's capital stock on the open market are eligible to
receive one-half of the purchase price they pay for the acquired stock
in the form of a cash incentive bonus. The Plan restricts the aggregate
payments that any single eligible person may receive during the life of
the Plan to a maximum of $3,000, and the aggregate purchase price for
any single acquisition of stock must be at least $2,000 to be eligible
for an incentive bonus. The aggregate amount of funds available for all
incentive bonuses awarded under the Plan is $100,000.
Subject to certain exceptions, the Plan prohibits a person who receives
an incentive bonus for his or her stock purchase from transferring that
stock to a third party for a period of five years from the time of
purchase. A person who violates the five-year holding criteria may be
required to return to the Company all incentive bonuses he or she
receives under the Plan.
A copy of the Plan is attached hereto as exhibit 10.1 and is by this
reference incorporated herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits - the following exhibits are filed herewith:
Exhibit No.
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10.1 Thomaston Mills Inc. Senior Executive Management and Directors
Incentive Plan.
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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, thereto duly authorized.
THOMASTON MILLS, INC.
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(Registrant)
Date: February 2, 2000 By: /s/ Neil H. Hightower
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President
Date: February 2, 2000 By: /s/ A. William Ott
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Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
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<S> <C>
10.1 Thomaston Mills Inc. Senior Executive Management and Directors
Incentive Plan.
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EXHIBIT 10.1
THOMASTON MILLS, INC.
SENIOR EXECUTIVE MANAGEMENT
AND DIRECTORS
INCENTIVE PLAN
1. PURPOSE. The purpose of this Senior Executive Management and
Directors Incentive Plan (the "Plan") is to align the interests of key
executives and directors of Thomaston Mills, Inc., a Georgia corporation (the
"Corporation"), with those of the Corporation's shareholders and to provide such
persons with incentives for superior performance.
2. DEFINITIONS. As used in this Plan,
"BOARD" means the Board of Directors of the Corporation.
"CODE" means the Internal Revenue Code of 1986, as amended
from time to time.
"COMMON SHARES" means (i) issued and outstanding shares of
common stock of the Corporation that have been registered
pursuant to the Securities Act of 1933 and are listed on the
Nasdaq National Market, the Nasdaq SmallCap Market or an
over-the-counter bulleting board and (ii) any security into
which Common Shares may be converted by reason of any
corporate capital transaction.
"ELIGIBLE PERSON" shall have the meaning set forth in Section
4 below.
"INCENTIVE BONUS" shall mean the bonus amount determined
pursuant to Section 5 below.
"OUTSIDE DIRECTOR" means a director of the Corporation that
qualifies as an "outside director" for purposes of Section
162(m) of the Code and Section 1.162-27(e)(3) of the
Regulations.
"REGULATIONS" means the Treasury Regulations promulgated under
the Code, as amended from time to time.
"SUBSIDIARY" means a corporation, partnership, joint venture,
unincorporated association or other entity in which the
Corporation has a direct or indirect ownership or other equity
interest.
3. ADMINISTRATION OF THE PLAN. The Plan shall be administered by
the Board, which shall have full power and authority to construe, interpret and
administer the Plan.
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4. ELIGIBILITY; MAXIMUM FUNDS AVAILABLE.
(a) The Board will select from time to time, in its sole
and absolute discretion, certain persons who will receive Incentive Bonus awards
upon each such person's consummation of a Common Share Acquisition (hereinafter
defined) (an "Eligible Person"), provided, however, that the Board shall not
select any person as an Eligible Person unless such person is a key executive
officer and/or director of the Corporation.
(b) Notwithstanding anything to the contrary contained
in this Plan, the aggregate amount of funds awarded as Incentive Bonuses
pursuant to this Plan shall not exceed $100,000 in the aggregate (the "Maximum
Funds Available"), and the Maximum Funds Available shall not be adjusted as a
result of any sums that are repaid to the Corporation pursuant to Section 10
below.
5. AWARDS.
(a) A person who is selected by the Board to be an
Eligible Person and who purchases Common Shares on the open market during the
term of this Plan shall receive a cash award (the "Incentive Bonus") in an
amount equal to one-half (1/2) of the aggregate purchase price (the "Aggregate
Purchase Price") paid for all Common Shares acquired by the Eligible Person in a
single transaction (a "Common Share Acquisition"); provided, however, that no
Incentive Bonus shall be paid or awarded if the Aggregate Purchase Price is less
than Two Thousand Dollars ($2,000).
(b) Notwithstanding any other provision of the Plan to
the contrary, in no event shall the aggregate of all Incentive Bonuses paid to
an Eligible Person under the Plan exceed Three Thousand Dollars ($3,000).
6. ACQUISITION NOTICE. Upon the consummation of each Common Share
Acquisition, the Eligible Person shall, within ten (10) days of such
consummation, submit to the Corporation (a) a written statement in the form
attached hereto as Exhibit A which sets forth for the applicable Common Share
Acquisition, the name of the Eligible Person, the date of the Common Share
Acquisition, the number of Common Shares acquired by the Eligible Person, the
purchase price per share of Common Shares acquired by the Eligible Person, and
the Aggregate Purchase Price; and (b) an order confirmation or other proof of
purchase issued by a broker evidencing the Common Share Acquisition
(collectively, the "Acquisition Notice").
7. PAYMENT OF INCENTIVE BONUSES. Subject to any restrictions
imposed by the Corporation's credit facilities, the Corporation shall pay each
Incentive Bonus to the respective Eligible Persons within forty-five (45) days
after the Corporation's receipt of the applicable Acquisition Notice.
8. NO RIGHT TO BONUS OR CONTINUED EMPLOYMENT. Unless a person is
expressly designated to be an Eligible Person hereunder by the Board, neither
the establishment of the Plan, the provision for or payment of any amounts
hereunder nor any action of the Corporation or the Board with respect to the
Plan shall be held or construed to confer upon any person (a) any
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legal right to receive, or any interest in, an Incentive Bonus or any other
benefit under the Plan or (b) any legal right to continue to serve as an officer
or employee of the Corporation or any Subsidiary of the Corporation.
9. WITHHOLDING. The Corporation shall have the right to withhold
from an Incentive Bonus, or require an Eligible Person to remit to the
Corporation, an amount sufficient to satisfy any applicable federal, state,
local or foreign withholding tax requirements imposed with respect to the
payment of any Incentive Bonus.
10. NONTRANSFERABILITY.
(a) Except as expressly provided by the Board or as
otherwise expressly set forth in this Plan, the rights and benefits under the
Plan shall not be transferable or assignable.
(b) Except as expressly provided by the Board, Common
Shares acquired by an Eligible Person pursuant to a Common Share Acquisition for
which the Eligible Person received an Incentive Bonus (referred to hereinafter
as "Eligible Common Shares") shall not be transferable or assignable for a
period five (5) years after the date on which the Eligible Common Shares are
acquired by the Eligible Person (the "Five-Year Holding Period") other than (i)
to the acquiring entity in connection with a business combination that has been
approved by the Board in advance of the consummation of such business
combination, (ii) by will or the laws of descent and distribution, or (iii) the
termination of the Eligible Person's employment or directorship, as the case may
be, with the Corporation as a result of disability or normal or early retirement
(such termination is hereinafter referred to as a "Permitted Termination"). For
purposes herein, "business combination" shall mean a reorganization, merger or
consolidation, or a sale or other disposition of all or substantially all of the
assets of the Corporation to an unrelated third party. No assignments or
transfers permitted hereunder shall be effective unless reasonable prior written
notice thereof is delivered to the Corporation.
(c) In the event (i) an Eligible Person transfers or
assigns any Eligible Common Shares at any time prior to the expiration of the
Five-Year Holding Period (other than assignments or transfers permitted by
Section 10(b) above), or (ii) an Eligible Person's employment or directorship,
as the case may be, with the Corporation is terminated for any reason other than
a Permitted Termination, then such Eligible Person shall, within ten (10) days
of such assignment, transfer, termination or discontinuation, (x) provide
written notice of such assignment, transfer, termination or discontinuation to
the Corporation and (y) repay to the Corporation, in cash, the aggregate amount
of all Incentive Bonuses the Eligible Person has received pursuant to the Plan,
less the amount of any taxes that have been withheld by the Corporation from
such Incentive Bonuses.
11. EFFECTIVE DATE. Subject to its approval by the Board, this
Plan shall become effective February 2, 2000, and shall remain effective until
the first (1st) anniversary of the date of such approval, subject to the right
of the Board to terminate the Plan, on a prospective basis only, at any time.
The terms and conditions of Section 10 hereof shall survive the expiration or
earlier termination of the Plan until the expiration of every Five-Year Holding
Period applicable to each Eligible Person who has received an Incentive Bonus
hereunder.
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12. AMENDMENTS; TERMINATION. The Board may at any time and from
time to time amend or terminate the Plan in whole or in part; provided, however,
that any amendment which must be approved by the shareholders of the Corporation
in order to comply with applicable law or the rules of the principal national
securities exchange upon which the Common Shares are traded or quoted shall not
be effective unless and until such approval has been obtained. Any presentation
of this Plan or any amendment hereof for shareholder approval shall not be
construed to limit the Corporation's authority to offer similar or dissimilar
benefits under plans that do not required shareholder approval.
THOMASTON MILLS, INC.
By: /s/ Neil H. Hightower
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Name: Neil H. Hightower
Title: President & CEO
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EXHIBIT A
ACQUISITION NOTICE
THIS ACQUISITION NOTICE IS DELIVERED BY THE UNDERSIGNED PURSUANT TO THE
SENIOR EXECUTIVE MANAGEMENT AND DIRECTORS INCENTIVE PLAN OF THOMASTON MILLS,
INC. (THE "PLAN"), AND DEFINED TERMS HEREIN SHALL HAVE THE DEFINITION ASCRIBED
TO THEM IN THE PLAN.
Name of Eligible Person:______________________________________________________
Date Common Shares Were Acquired:______________________________________________
Number of Common Shares Acquired in the Transaction:___________________________
Purchase Price Per Share:______________________________________________________
Aggregate Purchase Price paid for Common Shares in the Transaction:____________
PLEASE ATTACH TO THIS ACQUISITION NOTICE AN ORDER CONFIRMATION OR OTHER PROOF OF
PURCHASE FROM YOUR BROKER.
The undersigned Eligible Person, by signing below, confirms the
accuracy and validity of the information contained in this Acquisition Notice.
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Name:
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