Document/Exhibit Description Pages Size
1: 8-K Current Report on Form 8-K Dated October 26, 2007 5 20K
3: EX-10 Amended and Restated Consulting Agreement 8 37K
2: EX-10 Third Amendment to the Amended and Restated 2 11K
Employment Agreement
4: EX-99 Press Release, Dated October 26, 2007 1 7K
5: EX-99 Quarterly Report to Stockholders 4 19K
8-K — Current Report on Form 8-K Dated October 26, 2007
Document Table of Contents
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): October 25, 2007
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MUELLER INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6770 25-0790410
-------- ------ ----------
(State or other (Commission File (IRS Employer
jurisdiction Number) Identification No.)
of incorporation)
8285 Tournament Drive
Suite 150
Memphis, Tennessee 38125
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(Address of principal Zip Code
executive offices)
Registrant's telephone number, including area code: (901) 753-3200
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Registrant's Former Name or Address, if changed since last report: N/A
---
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 (see General Instruction A.2. below):
[ ] 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))
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Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(c) On October 25, 2007, Gregory L. Christopher was appointed to the
position of Chief Operating Officer of Mueller Industries, Inc. (the
"Company"), effective immediately. Mr. Christopher is party to an
employment agreement with the Company, dated November 9, 2006. A
description of the employment agreement, as well as biographical
information for Mr. Christopher, is included in the Company's annual proxy
statement, as filed with the Securities and Exchange Commission on March
27, 2007.
(e) On October 25, 2007, following approval from the Company's Board
of Directors acting upon the recommendation of the Compensation and Stock
Option Committee of the Board of Directors (the "Compensation Committee"),
the Company entered into the Third Amendment (the "Third Amendment") to the
Amended and Restated Employment Agreement, dated as of September 17, 1997,
with Harvey Karp (the "Karp Employment Agreement"). The Third Amendment
extends the term of the Karp Employment Agreement through December 31,
2008, and provides that, unless either party gives written notice to the
other at least 120 days prior to the end of the term of employment of its
intention not to renew the term, such term shall continue in effect until
December 31, 2009, and shall thereafter renew for successive one-year
periods until such notice is given or until Mr. Karp's employment is
otherwise terminated. The summary of the Third Amendment is qualified in
its entirety by reference to the full text of the Third Amendment attached
hereto as Exhibit 10.1.
On October 25, 2007, following approval from the Company's Board of
Directors acting upon the recommendation of the Compensation Committee, the
Company entered into an Amended and Restated Consulting Agreement with
Harvey Karp, which serves to amend the Consulting Agreement between the
Company and Harvey Karp, dated June 21, 2004. Among other things, the
Amended and Restated Consulting Agreement amends the original Consulting
Agreement to provide for effectiveness upon the termination of Mr. Karp's
employment with the Company (rather than January 1, 2008) and provides for
an annual consulting fee for each of the first four years of the consulting
period equal to two-thirds of the lesser of (i) Mr. Karp's highest annual
cash compensation (consisting of base salary and annual bonus) for the
three-year period from 2005 to 2007 or (ii) $2 million. The summary of the
Amended and Restated Consulting Agreement is qualified in its entirety by
reference to the full text of the amendment attached hereto as Exhibit
10.2.
Item 8.01 Other Events.
On October 26, 2007, the Company issued a press release, which is
attached hereto as Exhibit 99.1.
Attached hereto as Exhibit 99.2 is the Company's Quarterly Report to
Stockholders for the quarter ended September 29, 2007.
-2-
Statements in this Form 8-K that are not strictly historical may be
"forward-looking" statements, which involve risks and uncertainties. The
reader should not place undue reliance on forward-looking statements, which
speak only as of the date of this Form 8-K. The Company has no obligation
to publicly update or revise any forward-looking statements to reflect
events after the date of this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
10.1 Third Amendment, dated October 25, 2007, to the Amended
and Restated Employment Agreement dated as of September
17, 1997, by and between the Registrant and Harvey Karp.
10.2 Amended and Restated Consulting Agreement, dated October
25, 2007, by and between the Registrant and Harvey Karp.
99.1 Press Release, dated October 26, 2007
99.2 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended September 29, 2007.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is not
to be deemed filed as part of this Current Report on
Form 8-K.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MUELLER INDUSTRIES, INC.
By: /s/ Gary C. Wilkerson
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Name: Gary C. Wilkerson
Title: Vice President, General Counsel
and Secretary
Date: October 26, 2007
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Exhibit Index
Exhibit No. Description
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10.1 Third Amendment, dated October 25, 2007, to the Amended
and Restated Employment Agreement dated as of September
17, 1997, by and between the Registrant and Harvey Karp.
10.2 Amended and Restated Consulting Agreement, dated October
25, 2007, by and between the Registrant and Harvey Karp.
99.1 Press Release, dated October 26, 2007
99.2 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended September 29, 2007.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is not
to be deemed filed as part of this Current Report on
Form 8-K.
Dates Referenced Herein and Documents Incorporated by Reference
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