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:
September 5, 2008 (Date
of
earliest event reported:
September 2, 2008)
RBC
BEARINGS INCORPORATED
(Exact
name of registrant as specified in its charter)
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Delaware
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333-124824
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95-4372080
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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One
Tribology Center
Oxford,
CT 06478
(Address
of principal executive offices) (Zip Code)
(203)
267-7001
(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. 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))
Page
1
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory Arrangements of Certain Officers.
As
of the
filing of the Corporation’s 2008 proxy statement (the “Proxy Statement”), the
Non-Equity Incentive Plan Compensation amounts for each executive officer for
the 2008 year had not been determined and, therefore, were omitted from the
Summary Compensation Table included in the Proxy Statement.
Effective
on September 2, 2008, the Non-Equity Incentive Plan Compensation amounts for
each executive officer for the 2008 year were finally determined. Such amounts
are reflected in the appropriate columns of the Summary Compensation Table
which
has been amended and restated to reflect such amounts and which is attached
hereto as Exhibit 99.1.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
99.1 Amended and Restated Summary Compensation
Table.
SIGNATURES
According
to the requirements of the Securities Exchange Act of 1934, the Company has
duly
caused this report to be signed on its behalf by the undersigned, hereunto
duly
authorized.
Date:
September 5, 2008
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RBC
BEARINGS INCORPORATED
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By:
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/s/
Thomas J. Williams
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Name:
Thomas J. Williams
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Title:
Corporate General Counsel &
Secretary
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Page
2
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SUMMARY
COMPENSATION
Amended
and Restated as of September 5, 2008
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Change
in
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Pension
Value
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and
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Nonqualified
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Non-Equity
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Deferred
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Stock
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Option
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Incentive
Plan
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Compensation
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All
Other
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Salary
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Bonus
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Awards
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Awards
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Compensation
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Earnings
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Compensation
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Total
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Name
and Principal Position
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Year
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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(a)
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(b)
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(c)(1)
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(d)(2)
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(e)(3)
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(f)(3)
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(g)(4)
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(h)
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(i)
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(j)
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Dr.
Michael J. Hartnett
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2008
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635,506
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-
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102,130
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152,475
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1,312,684
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-
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103,489
(5
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2,306,284
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2007
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605,244
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-
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56,650
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82,500
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1,250,176
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-
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59,893
(5
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2,054,463
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Daniel
A. Bergeron
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2008
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245,500
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-
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25,852
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61,775
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135,000
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-
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18,324
(6
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486,451
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2007
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229,000
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-
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16,995
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39,960
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145,000
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-
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13,200
(6
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444,155
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Phillip
H. Beausoleil
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2008
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249,050
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-
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22,660
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35,520
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-
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19,144
(7
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326,374
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2007
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238,900
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-
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16,995
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26,640
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125,000
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15,452
(7
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422,987
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Thomas
C. Crainer
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2008
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221,750
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-
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25,852
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46,139
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140,000
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-
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25,957
(8
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459,698
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2007
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210,000
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-
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16,995
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26,640
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174,900
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-
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20,144
(8
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448,679
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Richard
J. Edwards
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2008
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238,333
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-
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24,788
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40,617
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75,000
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-
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20,950
(9
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399,688
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2007
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227,417
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-
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16,995
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26,640
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91,875
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-
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12,850
(9
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375,777
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| (1) |
Column
(c) includes amounts deferred by the officer pursuant to a 401(k)
Plan.
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| (2) |
Bonuses
for fiscal 2008 and fiscal 2007 were paid under the Company’s incentive
compensation plan and are reflected in column
(g).
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| (3) |
The
amounts in columns (e) and (f) reflect the dollar amount recognized
for
financial statement reporting purposes for the fiscal years ended March
29, 2008 and March 31, 2007, as applicable, in accordance with SFAS
No.
123(R) of stock options and restricted stock units granted under the
2005
Long-Term Equity Incentive Plan and thus may include amounts from awards
granted in and prior to such years. Assumptions used in the calculation
of
these amounts are included in Note 16 to the Company’s audited
consolidated financial statements for the fiscal year ended March 29,
2008
included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on May 28,
2008.
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| (4) |
The
amounts in column (g) consist of annual cash bonuses earned in fiscal
2008
and fiscal 2007 and paid in the following fiscal year under the Company’s
incentive compensation plan.
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| (5) |
Consists
of a leased vehicle of $3,580 in fiscal 2008 and $3,639 in fiscal 2007,
employee match contributed to Dr. Hartnett’s SERP account of $43,756 in
fiscal 2008 and $56,254 in fiscal 2007, Company-paid life insurance
premiums of $29,100 in fiscal 2008, and reimbursement of personal expenses
per Dr. Hartnett’s employment agreement of $27,053 in fiscal
2008.
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| (6) |
Consists
of a vehicle allowance of $6,000 in fiscal 2008 and fiscal 2007 and
employer match contributed to Mr. Bergeron’s SERP account of $12,324 in
fiscal 2008 and $7,200 in fiscal 2007.
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| (7) |
Consists
of employer match contributed to Mr. Beausoleil’s 401(k) account of $5,407
in fiscal 2008 and $2,245 in fiscal 2007, employer match contributed
to
Mr. Beausoleil’s SERP account of $13,092 in fiscal 2008 and $12,562 in
fiscal 2007, and Company-paid life insurance premiums of $645 in fiscal
2008 and fiscal 2007.
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| (8) |
Consists
of employer match contributed to Mr. Crainer’s 401(k) account of $5,848 in
fiscal 2008 and $2,280 in fiscal 2007, employer match contributed to
Mr.
Crainer’s SERP account of $13,122 in fiscal 2008 and $10,750 in fiscal
2007, Company-paid life insurance premiums of $783 in fiscal 2008 and
fiscal 2007, a leased vehicle of $1,204 in fiscal 2008 and $930 in
fiscal
2007, healthcare expense reimbursements of $5,000 in fiscal 2008, and
relocation reimbursements of $5,401 in fiscal
2007.
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| (9) |
Consists
of employer match contributed to Mr. Edwards’s 401(k) account of $4,372 in
fiscal 2008 and $2,409 in fiscal 2007, employer match contributed to
Mr.
Edwards’ SERP account of $5,128 in fiscal 2008 and $3,750 in fiscal 2007,
Company-paid life insurance premiums of $1,805 in fiscal 2008 and fiscal
2007, and a leased vehicle of $9,645 in fiscal 2008 and $4,886 in fiscal
2007.
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