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): November 14, 2005
(November 8, 2005)
Alamosa Holdings, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-32357 75-2890997
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5225 S. Loop 289, Lubbock, Texas, 79424
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (806) 722-1100
Not Applicable
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(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 1.01 Entry Into a Material Definitive Agreement.
On November 8, 2005 (November 9, 2005 in the case of Mr. Sabatino), Alamosa
Holdings, Inc.(the "Company") and each of Messrs. Sharbutt, Cowan, Rinehart,
Richardson and Sabatino entered into amendments, to be effective January 1,
2006, to their respective employment agreements. The amendments were as
follows:
Annual Base Salary
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Annual base salaries will be increased as follows:
Sharbutt: - increased from $425,000 to $600,000
Cowan: increased from $400,000 to $432,000
Richardson: increased from $275,000 to $300,000
Sabatino: increased from $250,000 to $300,000
Rinehart: increased from $250,000 to $275,000
Annual Bonus Targets
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Annual bonus targets bonuses will be increased as follows:
Sharbutt: - increased from $340,000 to $562,500
Cowan: increased from $ 280,000 to $300,000
Richardson: increased from $165,000 to $175,000
Sabatino: increased from $125,000 to $175,000
Rinehart: increased from $125,000 to $137,500
Stock Option Grants
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The employment agreements were amended to remove the Company's obligation to
make the following stock option grants in 2006 (and for Mr. Sharbutt, the
option grant in 2007):
Sharbutt: 64,000 stock options (2006); 51,200 stock options (2007)
Cowan: 40,000 stock options
Richardson: 32,000 stock options
Sabatino: 24,000 stock options
Rinehart: 20,000 stock options
Restricted Stock Grants
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The restricted stock grants for each of the executive officers to be made in
2006 (and for Mr. Sharbutt, the restricted stock grant in 2007) were revised as
follows:
Sharbutt: 2006 restricted stock grant increased from 40,000 to 80,000 shares;
2007 restricted stock grant changed from 38,400 shares to the number of shares
determined by dividing the product of (1) 80,000 and the per share fair market
value of the Company's common stock on January 1 2006 by (2) the per share fair
market value of the Company's common stock on January 1, 2007.
Cowan: increased from 40,000 shares to 50,000 shares
Richardson: increased from 24,000 shares to 30,000 shares
Sabatino: increased from 20,000 shares to 30,000 shares.
Rinehart: increased from 16,000 shares to 20,000 shares
Copies of the relevant amendments are attached hereto as Exhibits 10.1 through
10.5 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit 10.1 Amendment No. 1 to Sharbutt Employment Agreement
Exhibit 10.2 Amendment No. 1 to Cowan Employment Agreement
Exhibit 10.3 Amendment No. 1 to Richardson Employment Agreement
Exhibit 10.4 Amendment No. 1 to Sabatino Employment Agreement
Exhibit 10.5 Amendment No. 1 to Rinehart Employment Agreement
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 hereunder duly authorized.
Dated: November 14, 2005
ALAMOSA HOLDINGS, INC.
By /s/ Kendall W. Cowan
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Name: Kendall W. Cowan
Title: Chief Financial Officer