North American Galvanizing & Coatings In (NGA, Financial) filed Amended Annual Report for the period ended 2009-12-31.
North American Galvanizing & Coatings In has a market cap of $124.2 million; its shares were traded at around $7.49 with a P/E ratio of 12.9 and P/S ratio of 1.6. North American Galvanizing & Coatings In had an annual average earning growth of 16.8% over the past 10 years.NGA is in the portfolios of Chuck Royce of Royce& Associates.
Non-management directors are required to defer 100% of their annual fee, $50,000, effective October 1, 2009, under the Director Stock Unit Program (the “Program”), and receive no additional compensation for committee services beyond their annual fee. The Program is included in the 2009 Incentive Stock Plan (the “Plan”), which stockholders approved at the Company s Annual Meeting held July 29, 2009. Following the shareholder meeting at which the Plan was approved, the Board of Directors Compensation Committee approved an amendment to the 2009 Incentive Stock Plan. The amendment to the 2009 Incentive Stock Plan changed the percentage that each director was required to defer in fees each calendar year from a minimum of 50% to a minimum of 100%. The deferred fees are converted into stock unit grants at the average of the fair market value for a share of stock for the 10 trading days before quarter end, the date the fees otherwise would be payable in cash. The Company makes a matching stock unit contribution equal to 100% of the amount deferred by the directors as of the same quarterly payments dates. On December 4, 2009, the Board of Directors approved a recommendation proposed by the Company s Compensation Committee to adjust the amount by which the Company matched a director s deferred fees from seventy five percent (75%) to one hundred percent (100%). This amendment was an extension of the July, 2009 amendment that required all directors to mandatorily defer 100% of their fee into the Company s Director Stock Unit Program, and was effective January 1, 2010.
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North American Galvanizing & Coatings In has a market cap of $124.2 million; its shares were traded at around $7.49 with a P/E ratio of 12.9 and P/S ratio of 1.6. North American Galvanizing & Coatings In had an annual average earning growth of 16.8% over the past 10 years.NGA is in the portfolios of Chuck Royce of Royce& Associates.
Highlight of Business Operations:
In the Merger Agreement, the Company granted to Purchaser an irrevocable option (the “Top-Up Option”), upon the terms and subject to the conditions set forth in the Merger Agreement (including the Purchaser owning after the completion of the Offer at least eighty percent (80%) but less than ninety percent (90%) of all outstanding shares of Company Common Stock), to purchase at the Offer Price a number of authorized but unissued shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by AZZ, Purchaser or their affiliates and shares of Company Common Stock issuable upon exercise of options, shares of Company Common Stock held in the Company's Director Stock Unit Program and restricted shares of Common Stock, in each case whose holders have executed the Stockholders Agreement, would constitute at least one share more than 90% of the shares of Company Common Stock then outstanding (the “Top Up Shares”). In no event will the Top-Up Option be exercisable for a number of shares in excess of the number of authorized but unissued shares of Company Common Stock as of immediately prior to the issuance of the Top-Up Shares. The Top-Up Option will terminate upon the earlier of: (x) the fifth business day after the later of (1) the expiration date of the Offer and (2) the expiration of any “subsequent offering period”; and (y) the termination of the Merger Agreement in accordance with its terms.Non-management directors are required to defer 100% of their annual fee, $50,000, effective October 1, 2009, under the Director Stock Unit Program (the “Program”), and receive no additional compensation for committee services beyond their annual fee. The Program is included in the 2009 Incentive Stock Plan (the “Plan”), which stockholders approved at the Company s Annual Meeting held July 29, 2009. Following the shareholder meeting at which the Plan was approved, the Board of Directors Compensation Committee approved an amendment to the 2009 Incentive Stock Plan. The amendment to the 2009 Incentive Stock Plan changed the percentage that each director was required to defer in fees each calendar year from a minimum of 50% to a minimum of 100%. The deferred fees are converted into stock unit grants at the average of the fair market value for a share of stock for the 10 trading days before quarter end, the date the fees otherwise would be payable in cash. The Company makes a matching stock unit contribution equal to 100% of the amount deferred by the directors as of the same quarterly payments dates. On December 4, 2009, the Board of Directors approved a recommendation proposed by the Company s Compensation Committee to adjust the amount by which the Company matched a director s deferred fees from seventy five percent (75%) to one hundred percent (100%). This amendment was an extension of the July, 2009 amendment that required all directors to mandatorily defer 100% of their fee into the Company s Director Stock Unit Program, and was effective January 1, 2010.
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