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): May
1, 2006
REGAL-BELOIT
CORPORATION
(Exact
name of registrant as specified in its charter)
|
Wisconsin
|
1-7283
|
39-0875718
|
|
(State
of other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
200
State Street, Beloit, Wisconsin 53511
(Address
of principal executive office)
(608)
364-8800
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)
□
Precommencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
□
Precommencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers.
|
On
April
26, 2006, J. Reed Coleman, a Class C Director, and John A. McKay, a Class B
Director, retired from their respective Board positions.
On
April
26, 2006 the Board of Directors of REGAL-BELOIT Corporation (the “Company”)
appointed Henry W. Knueppel, who had been serving as the Company’s Chief
Executive Officer, Chairman and Chief Executive Officer. James L. Packard who
had been serving as the Company’s Executive Chairman, was appointed as Executive
Advisor. Each executive officer of the Company is appointed to serve until
his
successor is duly appointed by the Board or his earlier removal or resignation
from office.
|
Officer
|
Age
|
Title
|
Business
Experience
|
|
James
L. Packard
|
63
|
Executive
Advisor
|
Elected
Executive Chairman of the Company 2005; Chairman 1986; Chief Executive
Officer 1984 to April 2005; served as President from 1980 to April
2002;
joined the Company in 1979. Director,
Clarcor Inc. and The Manitowoc Company, Inc.
|
|
Henry
W. Knueppel
|
57
|
Chairman
and Chief Executive Officer
|
Chief
Executive Officer of the Company since April 2005; served as President
from April 2002 to December 2005 and Chief Operating Officer from
April
2002 to April 2005; served as Executive Vice President from 1987
to April
2002; joined the Company in 1979.
|
The
Company has no employment contracts with either Mr. Packard or Mr. Knueppel.
However, the existing change of control agreements (the “Agreements”) previously
entered into with Messrs. Packard and Knueppel will remain in place. Each
Agreement provides a three-year employment period for the executive commencing
upon a change in control of the Company. The Agreement also provides certain
severance benefits in the event that the executive’s employment is terminated
within three years following a change in control of the Company other than
for
“cause” or if the executive terminates his employment with “good reason”, each
as defined in the Agreements. The Agreement provides that upon such termination,
the executive will be entitled to receive, among other severance benefits,
a
severance payment equal to three times the executive’s annual salary then in
effect plus three times the sum of the amount of the executive’s highest annual
bonus award during the previous three years and the value of all fringe
benefits. If the executive’s employment is terminated for cause, or as a
consequence of his death or disability, during the three-year employment period
following a change in control of the Company, then the severance benefits
provided by the Agreements will not be triggered.
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 hereunto
duly authorized.
| REGAL-BELOIT CORPORATION | ||
| |
|
|
| Date: May 1, 2006 | By: | /s/ David A. Barta |
|
|
||
| Vice President, Chief Financial Officer | ||