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): June 8, 2005
BUCKEYE TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-60032 62-1518973
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
1001 Tillman Street, Memphis, Tennessee 38112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 320-8100
N/A
(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 (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))
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement
On June 7, 2005, the Compensation Committee of the Board of Directors
of Buckeye Technologies Inc. approved the acceleration of vesting of all
out-of-the-money unvested options to purchase shares of common stock of Buckeye
Technologies Inc. that would still be unvested at June 30, 2005. These options
were previously awarded to non-employee directors, executive officers, and other
employees under the Company's Amended and Restated 1995 Incentive and
Nonqualified Stock Option Plan for Management Employees and the Company's
Amended and Restated Formula Plan for Non-Employee Directors. Options to
purchase 898,150 shares of common stock are subject to this acceleration. The
closing price of Buckeye Technologies stock on June 7, 2005 was $8.32.
The following table summarizes the options subject to acceleration:
Aggregate Number of Shares Issuable Weighted Average Exercise Price
Under Accelerated Options Per Share
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Non-employee directors 70,000 $10.54
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Executive officers as a group 422,550 $11.03
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Other employees 405,600 $11.05
The acceleration of vesting of these out-of-the money options is being
undertaken primarily to eliminate any future compensation expense the Company
would otherwise recognize in its income statement with respect to these options
with the implementation of the Financial Accounting Standard Board (FASB)
statement "Share-Based Payment" (FAS 123R) effective July 1, 2005. We estimate
this compensation expense, before tax, would total $5.2 million (approximately
$2.2 million in fiscal 2006, $1.5 million in fiscal 2007, $0.9 million in fiscal
2008 and $0.6 million in fiscal 2009) based on value calculations using the
Black-Scholes methodology.
The text of a press release dated June 8, 2005 announcing the
above-described option acceleration is set forth as Exhibit 99.1 and is
incorporated by reference herein.
Forward Looking Statement
Certain statements in this Report on Form 8-K that are not strictly
historical statements constitute forward-looking statements which involve risks
and uncertainties that could cause actual results and outcomes to differ
materially from what is expressed in those forward-looking statements. Such
forward-looking statements include, without limitation, those related to the
Company's expectations regarding the impact of the accelerated vesting of
options on its financial results in future periods. Important factors that may
affect such forward-looking statements include, without limitation: the
possibility that FASB Statement No. 123R ("FAS 123R") could be changed, amended
or interpreted in a manner that would change the Company's current assessment of
the effects of the adoption of FAS 123R on the acceleration of the vesting of
stock options and the final results of the closing of the Company's books for
future financial periods; as well as other risks detailed in Buckeye
Technologies Inc.'s filings with the Securities and Exchange Commission,
including those described in the Company's Annual Report on Form 10-K and Form
10-K/A for the year ended June 30, 2004 and on Form 10-Q for the periods ended
September 30, 2004, December 31, 2004 and March 31, 2005.
SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being furnished as part of this Report.
Exhibit Description
Number
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99.1 Press Release of Buckeye Technologies Inc. dated June 8, 2005.
Exhibit 99.1
News from
[OBJECT OMITTED]
FOR IMMEDIATE RELEASE
Contacts: Kris Matula, Executive Vice President
and Chief Financial Officer
901-320-8588
Chad Foreman
Investor Relations Manager
901-320-8828
Website: www.bkitech.com
BUCKEYE ANNOUNCES ACCELERATION OF STOCK OPTION VESTING
MEMPHIS, TN June 8, 2005 - Buckeye Technologies Inc. (NYSE: BKI) today
announced that it has accelerated the vesting of certain unvested
"out-of-the-money" stock options previously awarded to directors, officers, and
employees. The effective date of the acceleration is June 7, 2005. Outstanding
unvested options that are "in-the-money" will not be subject to acceleration and
will continue to vest on the Company's normal schedule.
Options to purchase 898,150 shares of Buckeye common stock, which would
otherwise have vested over the next four years, will become fully vested,
including 422,550 options held by executive officers, 70,000 options held by
non-employee directors and 405,600 options held by other employees. These
options represent about 19% of the total options outstanding. The total weighted
average exercise price per share is $11.00. The closing price of Buckeye
Technologies stock on June 7, 2005 was $8.32.
Buckeye Chairman, David B. Ferraro, commented, "The Company's decision to
accelerate the vesting of these `out-of-the-money' options is in recognition of
the issuance of FAS 123(R). Accelerating the vesting of these options will
result in the Company not being required to recognize compensation expense
before tax of approximately $2.2 million associated with these options in fiscal
2006 and another $3.0 million in future periods. We believe this is in the best
interest of the Company and its shareholders."
Buckeye, a leading manufacturer and marketer of specialty fibers and nonwoven
materials, is headquartered in Memphis, Tennessee, USA. The Company currently
operates facilities in the United States, Germany, Canada, and Brazil. Its
products are sold worldwide to makers of consumer and industrial goods.
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws that involve risks
and uncertainties, including but not limited to economic, competitive,
governmental, and technological factors affecting the Company's operations,
financing, markets, products, services and prices, and other factors. For
further information on factors which could impact the Company and the statements
contained herein, please refer to public filings with the Securities and
Exchange Commission.
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,
BUCKEYE TECHNOLOGIES INC.
/S/ KRISTOPHER J. MATULA
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Kristopher J. Matula
Executive Vice President and Chief Financial Officer
June 8, 2005