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: July 16, 2009
(Date of earliest event reported: July 14,
2009)
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))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On
July 14, 2009, William P. Killian, a long-time member of the Board of
Directors of RBC Bearings Incorporated (the “Company”), announced his retirement
from the Board of Directors, effective September 9, 2009 the end of his current
term. Mr. Killian’s decision to retire did not involve any disagreement
with the Company, its management or the Board of Directors.
On July
14, 2009, in consideration of William P. Killian’s retirement and years of
service as a director to the Company the Board of Directors approved certain
changes to Mr. Killian’s current equity grants. 1,800 unvested restricted stock
grants currently held by Mr. Killian will be immediately vested as of September
9, 2009. In addition, all stock option grants currently held by Mr. Killian will
continue to vest in installments in accordance with their respective terms and
may be exercised on or before September 9, 2012 in the case of 7,500 options
with a 3 year vesting period, and on or before February 15, 2013, in the case of
2,500 options with a 5 year vesting period.
Mr.
Killian has served as a director of the Company since October 2001and will
be greatly missed. He helped to take the Company public in 2005 and his tenure
with the Company was marked by significant improvement in sales and profit. The
Company is grateful for his leadership as he guided the Company, shaping a
corporate culture of honesty and integrity. The Company is extremely fortunate
to have had his counsel and direction for so many years.
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:
July 16, 2009
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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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