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: August 25, 2010
(Date of earliest event reported: August 25,
2010)
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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Effective as of August 25,
2010, the 2005 Long Term Incentive Plan (Amended and Restated as of August 29,
2007) of RBC Bearings Incorporated (the “Company”) was further amended and
restated to:
1. Clarify the language
concerning the restrictions on the Company’s ability to re-price outstanding
stock option or stock appreciation right awards thereunder including by
means of cancellation and re-grant;
2. Modify
the definition of Change in Control with respect to mergers, consolidations and
agreements for the sale or disposition by the Company of all or substantially
all the Company's assets approved by the shareholders of the Company to also
require the consummation of such transactions; and
3.
Restrict the vesting of Grants under the Plan following a Change in Control to
require not only a Change in Control but also require a termination of
employment or other relationship with the Company within 18 months following the
Change in Control.
A copy of the RBC Bearings
Incorporated 2005 Long Term Incentive Plan (Amended and Restated as of August
25, 2010) is filed as an exhibit herewith and incorporated
herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1 RBC Bearings Incorporated 2005 Long Term Incentive Plan (Amended
and Restated as of August 25, 2010.)
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:
August 25, 2010
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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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