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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 (Date of earliest event reported): January 26, 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.
Performance Based Restricted Stock Award.
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On January 26, 2006, the Compensation Committee (the
"Committee") of the Board of Directors of Dycom Industries, Inc. ("Dycom")
granted an award of performance-based restricted stock (the "PBRS Award") to the
President and Chief Executive Officer and the Executive Vice President and Chief
Operating Officer of Dycom, in the amounts set forth below. PBRS Awards are
granted pursuant to the 2003 Long-Term Incentive Plan and will vest subject to
the Named Executive Officer's continued employment with Dycom and the
satisfaction of certain pre-established performance measures based upon pre-tax
income before asset impairment and operating cash flow ratio that were approved
by the Committee at its meeting (the "Performance Measures").
PBRS Awards will generally vest in three equal installments
based on the attainment of the Performance Measures over each of the following
12-month performance periods: i) the period beginning on the first day of
Dycom's 2006 second fiscal quarter and ending on the last day of Dycom's 2007
first fiscal quarter, ii) Dycom's 2007 fiscal year and iii) Dycom's 2008 fiscal
year (the "Annual Award"). In addition, each Named Executive Officer will
receive additional vested performance-based restricted stock, based upon a
percentage of such Named Executive Officer's Annual Award that vests in respect
of each performance period, in accordance with the satisfaction of the
Performance Measures for the following performance periods required for such
additional shares: i) the period beginning on the first day of Dycom's 2006
second fiscal quarter and ending on the last day of Dycom's 2007 first fiscal
quarter, ii) the period beginning on the first day of Dycom's 2006 fiscal year
and ending on the last day of Dycom's 2007 fiscal year and iii) the three-year
period beginning on the first day of Dycom's 2006 fiscal year and ending on the
last day of Dycom's 2008 fiscal year.
Performance-Based Restricted Stock Awards
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Name PBRS Award
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Steven E. Nielsen 23,079
President and Chief Executive Officer
Timothy R. Estes 15,735
Executive Vice President and Chief Operating Officer
A form of performance-based restricted stock award agreement
for the Named Executive Officers 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: February 1, 2005
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 Form of Performance-Based Restricted Stock Award
Agreement.