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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 7, 2005
WESCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
DELAWARE 25-1723342
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or
organization)
225 WEST STATION SQUARE DRIVE
SUITE 700
PITTSBURGH, PENNSYLVANIA 15219 (412) 454-2200
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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):
[ ] 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 1.01. Entry into a Material Definitive Agreement.
Employment Agreement with Stephen A. Van Oss
On December 7, 2005, the Board of Directors of WESCO International,
Inc. (the "Company") approved the terms and conditions of an Employment
Agreement (the "Agreement") to be entered into between the Company and Stephen
A. Van Oss in connection with his continued employment as the Company's Senior
Vice President and Chief Financial and Administrative Officer. The Agreement
will have a term of two years, subject to automatic renewals for an additional
year as of each annual anniversary of agreement. The Agreement will provide that
Mr. Van Oss will be paid an annual base salary of at least $450,000, subject to
adjustment by the Compensation Committee of the Company's Board of Directors and
incentive compensation under the Company's incentive compensation and other
bonus plans for senior executives in amounts ranging from 0% to 100% of his
annual base salary, based on the Company's achievement of earnings, sales growth
and return on investment or other performance criteria established by the
Compensation Committee.
If Mr. Van Oss dies or becomes disabled, is discharged from
employment for "cause" or resigns from employment without "good reason," Mr. Van
Oss will be entitled to all compensation earned through the date of termination
and all benefits accrued under the Company's benefit plans. In the case of Mr.
Van Oss's disability, he will continue to receive his base salary and benefits
until his actual date of termination, but such payments will be offset by the
amount of any Company-funded disability benefits. If Mr. Van Oss dies, his
beneficiary will also receive payment of any accrued but unpaid bonus, payable
at the time bonuses of other senior executives are payable. If Mr. Van Oss's
employment is terminated by the Company without "cause" or by him for "good
reason", he will be entitled to the following benefits: his accrued but unpaid
compensation through the date of termination, monthly cash payments equal to 1.5
times his monthly base salary as of the date of determination, payable over a
period of 18 months following the date of termination, full vesting of any
time-vested stock options, stock appreciation rights and other equity awards, a
pro rata bonus for the fiscal year in which the termination occurs, and the full
cost of his COBRA continuation coverage. If Mr. Van Oss's employment is so
terminated within one year following a "change in control" of the Company, the
cash amount equal to 1.5 times his monthly base salary will be paid in monthly
installments for 24 months. In connection with a termination of Mr. Van Oss's
employment, the Company and Mr. Van Oss may enter into a consulting agreement
with the Company for a period of up to 24 months upon such terms as are mutually
agreed upon by the parties. The Company will provide Mr. Van Oss with a partial
excise tax gross-up with respect to any excise taxes imposed he may be obligated
to pay. The Agreement also will contain customary covenants regarding
nondisclosure of confidential information and non-competition and
non-solicitation restrictions.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On December 7, 2005, the Company's Board of Directors appointed Steven
A. Raymund and Lynn M. Utter as two additional Directors, effective January 2,
2006. Mr. Raymund and Ms. Utter will be deemed non-affiliate directors for
purposes of director compensation matters, as will current directors James L.
Singleton and James A. Stern following the previously announced sales by The
Cypress Group L.L.C., of which Messers. Singleton and Stern are members, of all
of its shares of the Company's common stock.
A press release announcing the appointments of Mr. Raymund and Ms.
Utter to the Company's Board of Directors is filed as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
Item 9.01. Exhibits.
99.1 Press Release, dated December 8, 2005
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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.
December 9, 2005 WESCO International, Inc.
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(Date)
/s/ Stephen A. Van Oss
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Stephen A. Van Oss
Senior Vice President, Chief
Financial and Administrative Officer
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