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UNITED STATES
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 EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 10, 2006
CF Industries Holdings, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 001-32597 20-2697511
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification Number)
One Salem Lake Drive 60047
Long Grove, IL (Zip Code)
(Address of principal
executive office)
Registrant's telephone number, including area code (847) 438-9500
(Former name or former address if changed since last report)
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 Securities 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))
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Item 1.01. Entry into a Material Definitive Agreement
On August 10, 2006, the chief executive officer of CF Industries Holdings, Inc.
(the "Company"), the Company's four other most highly compensated executive
officers (determined based on salary and bonus for the year ended December 31,
2005) and David J. Pruett, who joined the Company on July 21, 2005, received
grants of shares of restricted stock and stock options under the Company's 2005
Equity and Incentive Plan (the "Plan") as follows:
NUMBER OF SHARES SHARES OF COMMON
NAME AND POSITION OF RESTRICTED STOCK UNDERLYING
STOCK STOCK OPTIONS
Stephen R. Wilson
President and Chief
Executive Officer 50,100 155,900
Ernest Thomas
Senior Vice President and
Chief Financial Officer 9,700 30,100
David J. Pruett
Senior Vice President,
Operations 5,900 18,400
Douglas C. Barnard
Vice President, General
Counsel, and Secretary 6,200 19,200
Philipp P. Koch
Vice President, Raw
Materials Procurement 4,700 14,800
Robert D. Webb
Vice President and
Controller 4,400 13,800
All shares of restricted stock vest on the third anniversary of the grant date,
subject to earlier forfeiture or accelerated vesting. Until vested, the shares
of restricted stock may not be sold, assigned, transferred, donated, pledged or
otherwise disposed of (except by will or the laws of descent and distribution).
If the executive's employment with the Company terminates for any reason other
than due to death, disability or retirement prior to vesting, the shares of
restricted stock will be forfeited. If the executive's employment is terminated
due to death or disability, the shares of restricted stock will vest as of such
termination. If the executive's employment is terminated due to retirement, all
or a portion of shares or restricted stock may vest based on the executive's age
at the time of retirement. The shares of restricted stock are also subject to
accelerated vesting upon a "change of control" as defined in the Plan.
A copy of the form of Restricted Stock Award Agreement relating to the grants of
restricted stock described above is attached hereto as Exhibit 10.1.
On August 10, 2006, certain other employees of the Company, including executive
officers of the Company, also received grants of shares of restricted stock
under the Plan on the terms set forth in the form of Restricted Stock Award
Agreement.
The stock options described above have an exercise price of $14.83 (the closing
price of the Company's common stock on August 10, 2006), vest in three equal
installments on August 10, 2007, 2008 and 2009 (subject to earlier forfeiture or
accelerated vesting), and expire on August 10, 2016. The options were granted
pursuant to an award agreement substantially in the form of the Form of
Non-Qualified Stock Option Award Agreement listed as Exhibit 10.11 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2005.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description of Exhibit
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10.1 Form of Restricted Stock Award Agreement
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.
Dated: August 14, 2006 CF INDUSTRIES HOLDINGS, INC.
By: /s/ Douglas C. Barnard
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Name: Douglas C. Barnard
Title: Vice President, General Counsel,
and Secretary
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Restricted Stock Award Agreement