4//SEC Filing
Jalbout Fred 4
Accession 0000892251-06-000450
CIK 0000763532other
Filed
Jun 26, 8:00 PM ET
Accepted
Jun 27, 4:17 PM ET
Size
9.6 KB
Accession
0000892251-06-000450
Insider Transaction Report
Form 4
Jalbout Fred
Pres., LSI Saco Technologies
Transactions
- Award
Common Stock
2006-06-26+1,419,355→ 1,419,355 total(indirect: By corporation) - Award
Option to Buy
2006-06-26+20,000→ 20,000 totalExercise: $14.36From: 2007-06-02Exp: 2016-06-02→ Common Stock (20,000 underlying)
Footnotes (4)
- [F1]Received as partial consideration for all of the issued and outstanding capital stock of 4349466 Canada Inc. ("Canada") pursuant to a Stock Purchase Agreement dated as of June 26, 2006 ("SPA") by and among the Issuer, Jalbout Holdings, Inc. ("Holdings"), Saco Technologies Inc. ("Saco"), 3970957 Canada, Inc. ("Canco"), Canada, the reporting person and Bassam Jalbout. The closing price of the Issuer's common stock on the closing date of the transaction contemplated by the SPA was $14.36 per share.
- [F2]All of the shares will be held in escrow pursuant to the terms of an Escrow Agreement dated as of June 26, 2006 by and among the Issuer, Saco and The Bank of New York Trust Company, N.A. (the "Escrow Agreement"), under which Saco, of which the reporting person beneficially owns 50%, will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares. The shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the SPA by Saco, Canco, Holdings, Bassam Jalbout or the reporting person. Following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to Saco.
- [F3]The corporation, Saco, of which the reporting person beneficially owns 50%, acquired these shares pursuant to the SPA, which shares shall be held in escrow, as provided in footnote 2 above. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.
- [F4]Non-qualified stock options granted pursuant to the Company's 2003 Equity Compensation Plan. The options are exercisable at a rate of 25% per year of the aggregate grant, beginning on the 1st anniversary of the grant date.
Documents
Issuer
LSI INDUSTRIES INC
CIK 0000763532
Entity typeother
Related Parties
1- filerCIK 0001364710
Filing Metadata
- Form type
- 4
- Filed
- Jun 26, 8:00 PM ET
- Accepted
- Jun 27, 4:17 PM ET
- Size
- 9.6 KB