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): December 6, 2006
FINANCIAL FEDERAL CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 1-12006 88-0244792
(State of incorporation) (Commission file number) (I.R.S. Employer
Identification No.)
733 Third Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
(212) 599-8000
(Registrant's telephone number, including area code)
(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 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 5.02(e) Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers;
Compensatory Arrangements of Certain Officers
On December 6, 2006, the 2006 Stock Incentive Plan (the
"2006 Plan") became effective upon stockholder approval at our
Annual Meeting of Stockholders. The Board of Directors adopted
the 2006 Plan on September 27, 2006 subject to stockholder
approval. The 2006 Plan replaced the Amended and Restated 1998
Stock Option/Restricted Stock Plan for future stock-based awards.
The 2006 Plan provides for the issuance of 2,500,000 incentive or
non-qualified stock options, shares of restricted stock, stock
appreciation rights and stock units to officers, other employees
and directors ("Participants"), and expires in December 2016.
Awards granted under the 2006 Plan can be subject to performance
goals and are subject to the following annual limits per
participant: stock options - 250,000; stock appreciation rights -
250,000; shares of restricted stock and stock units to officers
and other employees - 200,000; and shares of restricted stock and
stock units to non-employee directors - 5,000.
On December 6, 2006, the Amended and Restated 2001
Management Incentive Plan (the "Amended MIP") became effective
upon stockholder approval at our Annual Meeting of Stockholders.
The Board of Directors adopted the Amended MIP on September 27,
2006 subject to stockholder approval. The Amended MIP provides
for 1,000,000 shares of restricted stock and cash or stock
bonuses to be awarded to our CEO and other selected officers.
Awards granted under the plan are subject to performance goals
and to the following limits per officer: shares of restricted
stock - 200,000 per year; and cash or stock bonuses - $3.0
million per performance period. Performance periods are limited
to one year. The Amended MIP expires in December 2011.
The Executive Compensation and Stock Option Committee will
administer these two plans. The above are only brief
descriptions of the terms and conditions of the plans, and these
descriptions are qualified in their entirety by reference to the
Amended MIP and the 2006 Plan filed as Exhibits 99.1 and 99.2,
respectively.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
The following exhibits are filed herewith:
99.1 Amended and Restated 2001 Management Incentive Plan
99.2 2006 Stock Incentive Plan
99.3 2006 Stock Incentive Plan - Form of Stock Grant Agreement
for Chief Executive Officer
99.4 2006 Stock Incentive Plan - Form of Stock Grant Agreement
for Executive Officers and Non-Employee Directors
99.5 2006 Stock Incentive Plan - Form of Incentive Stock
Option Agreement for Executive Officers
99.6 2006 Stock Incentive Plan - Form of Nonstatutory Stock
Option Agreement for Executive Officers and Non-Employee
Directors
99.7 Amended and Restated 2001 Management Incentive Plan - Form
of Restricted Stock Agreement
99.8 Amended and Restated 2001 Management Incentive Plan - Form
of Stock Unit Award Agreement
EXHIBIT INDEX
Exhibit No. Description of Exhibit
----------- ---------------------------------------------------------
99.1 Amended and Restated 2001 Management Incentive Plan
99.2 2006 Stock Incentive Plan
99.3 2006 Stock Incentive Plan - Form of Stock Grant Agreement
for Chief Executive Officer
99.4 2006 Stock Incentive Plan - Form of Stock Grant Agreement
for Executive Officers and Non-Employee Directors
99.5 2006 Stock Incentive Plan - Form of Incentive Stock Option
Agreement for Executive Officers
99.6 2006 Stock Incentive Plan - Form of Nonstatutory Stock
Option Agreement for Executive Officers and Non-Employee
Directors
99.7 Amended and Restated 2001 Management Incentive Plan -
Form of Restricted Stock Agreement
99.8 Amended and Restated 2001 Management Incentive Plan -
Form of Stock Unit Award Agreement
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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 hereunto duly authorized.
FINANCIAL FEDERAL CORPORATION
-----------------------------
(Registrant)
By: /s/ Steven F. Groth
-----------------------------
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
December 12, 2006
-----------------
(Date)
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