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 (Date of earliest event reported): August 10, 2005 (August 4, 2005)
UST INC.
(Exact Name of Registrant as Specified in Its Charter)
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| DELAWARE
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0-17506
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06-1193986 |
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(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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100 West Putnam Avenue, Greenwich, Connecticut
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06830 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(203) 661-1100
(Registrant’s Telephone Number, Including Area Code)
None
(Former Name, 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:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
In order
to enhance the Company’s ability to continue to attract and retain qualified employees, officers and directors, and to
update existing indemnification agreements to reflect changes in the legal and regulatory
environment, upon the recommendation of its Nominating & Corporate Governance Committee, the Board
of Directors of UST Inc. (the “Company”) adopted a resolution approving the form of an indemnification agreement
and authorizing the Company, from time to time, to enter into an
indemnification agreement with each of its
directors and officers, as well as other key employees of the Company as the Chief
Executive Officer may deem necessary or appropriate (collectively, “indemnitee”).
The indemnification agreement generally provides for indemnification
by the Company of indemnitees to the fullest extent permitted by law
and, subject to the receipt of an undertaking to repay if it is
ultimately determined that an indemnitee is not entitled to
indemnification, for the advance payment of expenses. The rights
of the indemnitee under the terms of the indemnification agreement are not exclusive of any other
rights to which indemnitee is entitled to under applicable law, the
Company’s Charter and Bylaws,
the directors’ and officers’ liability insurance maintained
by the Company or otherwise. The indemnification agreements being
entered into at this time have an effective date of August 4,
2005. A copy of the
form of indemnification agreement approved by the Company’s Board of Directors is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In light of recent changes to the General Corporation Law of the State of Delaware, on August 4,
2005, the Board of Directors of the Company adopted a resolution
to amend the Company’s Amended and Restated Bylaws to provide that shares of the Company may be issued in
uncertificated form. The amendment is effective August 4, 2005.
A copy of the original provisions
and the provisions as amended, is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
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| Exhibit 3.1 |
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Bylaws Amendment |
| Exhibit 10.1
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Form of UST Inc. Indemnification Agreement |