UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) October 27, 2005
MASCO CORPORATION
(Exact name of Registrant as Specified in Charter)
DELAWARE 1-5794 38-1794485
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
(Address of Principal Executive Offices) (Zip Code)
(313) 274-7400
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-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 27, 2005, the Board of Directors approved the amendment of the
Masco Corporation 1997 Non-Employee Directors Stock Incentive Plan (the "1997
Plan") and existing options to non-employee directors under the 1997 Plan and
the Masco Corporation 1991 Long Term Stock Incentive Plan (the "1991 Plan") to
provide that upon termination of service as a director (other than as a result
of death, disability or retirement due to age), all then exercisable options
will remain exercisable beyond the three-month period currently provided until
the later of (i) the 15th day of the third month following the date at which the
option would otherwise have terminated in connection with the termination of
service, or (ii) December 31 of the calendar year in which the option would
otherwise have terminated in connection with the termination of service. Future
options granted to non-employee directors will provide that upon termination of
service as a director (other than as a result of death, disability or
retirement due to age), all then exercisable options will remain exercisable
until the earlier of the expiration of the original option term or one year
after death. Upon termination of service as a director by reason of disability,
all options will become and remain exercisable until the earlier of the
expiration of the original option term or one year after death. Provisions in
the 1997 Plan currently provide that upon termination of a director's service
(i) as a result of death, options become and remain exercisable for a one-year
period after death, and (ii) as a result of retirement due to age, options
continue to become exercisable and remain exercisable until the earlier of the
expiration of the original option term or one year after death. These provisions
remain unchanged by the amendments. The 1997 Plan and options to non-employee
directors under the 1997 Plan and the 1991 Plan will also be amended to
remove the Company's right to require the repayment of the after-tax value of
any installment of an option that became exercisable and was exercised within
the two-year period preceding a director's termination of service.
Outstanding awards to all participants under the 1991 Plan will be amended
to conform certain provisions to those in the Masco Corporation 2005 Long Term
Stock Incentive Plan (the "2005 Plan"). Specifically, conforming amendments will
be made to provisions in outstanding options relating to voluntary termination
of employment and termination of employment by reason of disability. The
definition of "Change in Control" in the 1991 Plan, the 1997 Plan and all
outstanding awards of options and restricted stock under such plans will also be
amended to conform to the 2005 Plan.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
Attached and incorporated herein by reference as Exhibit 99 is a copy of a
press release dated November 1, 2005 reporting Masco Corporation's financial
results for the third quarter of 2005 and certain other information and a
supplemental information package prepared for use in connection with the
financial results for the third quarter. On November 1, 2005, Masco Corporation
will hold an investor conference and web cast to discuss financial results for
the third quarter of 2005.
This information, including the Exhibits attached hereto, shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, or otherwise subject to the liabilities of that section.
ITEM 5.03. AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On October 28, 2005, the Company filed a Certificate of Elimination of
Series B Participation Preferred Stock with the Secretary of State of Delaware
pursuant to which all references to such Series B Participating Preferred Stock
were removed from the Restated Certificate of Incorporation of the Company. A
copy of the Certificate of Elimination of Series B Participating Preferred Stock
is attached to this report as Exhibit 3.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
3 Certificate of Elimination of Series B Participating Preferred Stock.
99 Press Release of Masco Corporation dated November 1, 2005, reporting Masco
Corporation's financial results for the third quarter of 2005 and certain
other information and supplemental information prepared for use in
connection with the financial results for the third quarter.
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 thereunto duly authorized.
MASCO CORPORATION
By: /s/ Timothy Wadhams
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Name: Timothy Wadhams
Title: Senior Vice President and
Chief Financial Officer
November 1, 2005
EXHIBIT INDEX
3 Certificate of Elimination of Series B Participating Preferred Stock.
99 Press Release of Masco Corporation dated November 1, 2005, reporting Masco
Corporation's financial results for the third quarter of 2005 and certain
other information and supplemental information prepared for use in
connection with the financial results for the third quarter.