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: March 21, 2012
(Date of earliest event reported)
APOGEE ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-6365
| Minnesota | 41-0919654 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
4400 West 78th Street – Suite 520
Minneapolis, Minnesota 55435
(Address of principal executive offices, including zip code)
(952) 835-1874
(Registrant’s telephone number, including area code)
Not Applicable
(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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
Apogee Enterprises, Inc. (the “Company”) has elected to change the record keeper for the Apogee Enterprises, Inc. 401(k) Retirement Plan (the “Plan”). As a result of this change, there will be a blackout period in which Plan participants and beneficiaries temporarily will be unable to (i) direct or diversify investments in their individual accounts or (ii) obtain a distribution from the Plan. The blackout period will begin at 3:00 p.m. Central Daylight Time on April 26, 2012, and is expected to end the week of May 6, 2012 (the “Blackout Period”).
The Company received notice of the Blackout Period required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 on March 21, 2012.
On March 27, 2012, the Company sent a notice of the Blackout Period (the “Blackout Period Notice”) to the members of its Board of Directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR of the Securities Exchange Act of 1934, informing them that they would be prohibited during the Blackout Period from purchasing and selling shares of the Company’s common stock (including derivative securities pertaining to such shares) that they acquire or have previously acquired in connection with their service or employment as a director or executive officer of the Company.
A copy of the Blackout Period Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the Blackout Period and for a period of two years after the ending of the Blackout Period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period and other information regarding the Blackout Period by contacting Patricia A. Beithon, General Counsel and Secretary, by telephone at (952) 487-7514, or in writing, at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Notice of Blackout Period to Directors and Executive Officers of Apogee Enterprises, Inc. dated March 27, 2012. |
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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.
| APOGEE ENTERPRISES, INC. | ||||||
| By: | /s/ Patricia A. Beithon | |||||
| Patricia A. Beithon | ||||||
| General Counsel and Secretary | ||||||
Date: March 27, 2012
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EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Notice of Blackout Period to Directors and Executive Officers of Apogee Enterprises, Inc. dated March 27, 2012. |
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Exhibit 99.1
MEMORANDUM
| DATE: | March 27, 2012 |
| TO: | Members of the Board of Directors and Executive Officers |
| FROM: | Patricia A. Beithon, General Counsel and Secretary |
| RE: | Notice Regarding 401(k) Retirement Plan Blackout Period and Trading Restrictions |
The purpose of this notice is to inform you of an impending “blackout period” under the Apogee Enterprises, Inc. 401(k) Retirement Plan (the “401(k) Plan”), during which you will be prohibited from engaging in transactions involving equity securities of Apogee Enterprises, Inc. (the “Company”) that you acquired in connection with your service or employment as a director or executive officer of the Company.
Reason for the Blackout Period
The 401(k) Plan will be changing record keepers from ING to The Principal Financial Group.
Impact on the Affected 401(k) Plan Rights
As a result of the change in record keepers, 401(k) Plan participants and beneficiaries will be unable to direct or diversify investments in their individual accounts or to obtain a distribution from the 401(k) Plan. This period, during which 401(k) Plan participants and beneficiaries will be unable to exercise these rights otherwise available under the 401(k) Plan, is called a “blackout period.”
Length of the Blackout Period
The blackout period will begin at 3:00 p.m. Central Daylight Time on April 26, 2012 and is expected to end the week of May 6, 2012. If there is a subsequent change in the timing of the blackout period, you will receive an updated notice. Please note that this blackout period is separate from, and in addition to, the trading blackout periods under the Company’s Insider Trading, Tipping and Hedging Policy.
Restrictions on Directors and Executive Officers during the Blackout Period
During the blackout period, directors and executive officers of the Company will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 and Regulation BTR. Subject to limited exceptions, these restrictions generally prohibit the direct or indirect purchase, sale, or other acquisition or transfer of any of the Company’s equity securities that you acquired in connection with your service or employment as a director or executive officer of the Company.
Please note the following:
| • | “Equity securities” are defined broadly to include not only the Company’s common stock, but also stock options, stock appreciation rights (“SARs”), performance share units, phantom stock and other derivatives. |
| • | Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household). |
By way of example, during the blackout period, you may not:
| • | Exercise options or SARs granted to you in connection with your service as a director or employment as an executive officer. |
| • | Sell shares of the Company’s common stock acquired pursuant to exercise of such options or SARs. |
| • | Sell shares of the Company’s common stock originally received as restricted stock, performance shares or performance share units. |
| • | Sell shares of the Company’s common stock held by you in the Company’s Employee Stock Purchase Plan. |
| • | Direct the transfer of funds in your 401(k) Plan account into or out of the Apogee stock fund. |
| • | Allow shares of the Company’s common stock to be used to satisfy tax withholding obligations if shares of restricted stock or performance share units of the Company held by you vest during the blackout period. |
However, you may:
| • | Purchase shares of the Company’s common stock under the 401(k) Plan to the extent your ongoing employee contributions during the blackout period were designated for investment in the Apogee stock fund prior to commencement of the blackout period. |
| • | Purchase shares of the Company’s common stock under the Company’s Employee Stock Purchase Plan to the extent of your ongoing employee contributions prior to commencement of the blackout period. |
| • | Acquire or dispose of shares of the Company’s common stock through a bona fide gift. |
| • | Receive shares of the Company’s common stock by means of transfer by will or the laws of descent and distribution. |
During the blackout period and for a period of two years after the ending of the blackout period, you may obtain, without charge, information about the actual beginning and ending dates of the blackout period and other information regarding the blackout period by contacting Patricia A. Beithon, General Counsel and Secretary, by telephone at (952) 487-7514, or in writing, at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435. Questions about this notice and the blackout period that applies to directors or executive officers of the Company, including whether the blackout period has begun or ended, may be directed to Patricia A. Beithon, General Counsel and Secretary, in writing at Apogee Enterprises, Inc., 4400 West 78th Street, Suite 520, Minneapolis, Minnesota 55435; by telephone at (952) 487-7514 or by email at pbeithon@apog.com.