SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) December 12, 2008
AMERON INTERNATIONAL CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-9102 77-0100596
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
245 South Los Robles Avenue 91101
Pasadena, California (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (626) 683-4000
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 (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-(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))
Item5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On November 19, 2008, the Board of Directors authorized the Company to enter
into amendments of its Change in Control Agreements with Gary Wagner, President
and Chief Operating Officer, James R. McLaughlin, Senior Vice President, Chief
Financial Officer and Treasurer, and Javier Solis, Special Counsel, in order to
comply with Section 409A of the U.S. Internal Revenue Code and to address a
potential issue regarding the calculation of average bonuses. The amendments,
which were executed on December 12, 2008, are attached as exhibits hereto.
On March 26, 2008, the Board of Directors appointed Stephen E. Johnson as Senior
Vice President, Secretary and General Counsel, effective May 27, 2008, and
authorized the Company to enter into a Change in Control Agreement with him. The
agreement, which was executed on December 12, 2008, is attached as an exhibit
hereto.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
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10.1 Amendment to Change of Control Agreement between Ameron
International Corporation and Gary Wagner, effective November 19,
2008
10.2 Amendment to Change of Control Agreement between Ameron
International Corporation and James R. McLaughlin, effective
November 19, 2008
10.3 Amendment to Change of Control Agreement between Ameron
International Corporation and Javier Solis, effective November
19, 2008
10.4 Change of Control Agreement between Ameron International
Corporation and Stephen E. Johnson, effective May 27, 2008
SIGNATURES
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 thereto duly authorized.
AMERON INTERNATIONAL CORPORATION
Dated: December 17, 2008 By /s/ Stephen E. Johnson
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Stephen E. Johnson
Senior Vice President, Secretary and General
Counsel
EXHIBIT INDEX
Exhibit No.
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10.1 Amendment to Change of Control Agreement between Ameron
International Corporation and Gary Wagner, effective November 19,
2008
10.2 Amendment to Change of Control Agreement between Ameron
International Corporation and James R. McLaughlin, effective
November 19, 2008
10.3 Amendment to Change of Control Agreement between Ameron
International Corporation and Javier Solis, effective November
19, 2008
10.4 Change of Control Agreement between Ameron International
Corporation and Stephen E. Johnson, effective May 27, 2008