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 May 2, 2008 (April 28, 2008)
reported) --------------------------------
L.B. Foster Company
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-10436 25-1324733
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
415 Holiday Drive, Pittsburgh, Pennsylvania 15220
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 412-928-3417
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None
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(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 1.01 Entry into a Material Definitive Agreement
On April 28, 2008, the Registrant's wholly owned subsidiary, CXT Inc.,
signed a lease amendment for its concrete tie and crossings plant in Spokane,
Washington with the landlord, Park SPE, LLC. The amendment extends the term of
the Lease through July 31, 2010 effective August 1, 2008. The amendment is
attached hereto and incorporated by reference.
Item 9.01 Exhibits
10.12.6 Seventh Amendment dated April 28, 2008 to lease between
CXT Incorporated and Park SPE, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
L.B. FOSTER COMPANY
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(Registrant)
Date: May 2, 2008
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/s/ David J. Russo
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David J. Russo
Senior Vice President
Chief Financial Officer and Treasurer
Exhibit Index
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Exhibit Number Description
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10.12.6 Seventh Amendment dated April 28, 2008 to lease between
CXT Incorporated and Park SPE, LLC.
Exhibit 10.12.6
SEVENTH AMENDMENT TO LEASE
THIS AMENDMENT made and entered into this 28th day of April, 2008, by and
between PARK SPE, LLC, hereinafter called "Lessor," and CXT INCORPORATED, a
Delaware corporation hereinafter called "Lessee."
RECITALS
WHEREAS, on April 1, 1993, the Lessor and Lessee entered into an agreement
of Lease covering those certain premises described as a portion of those certain
premises described as Spokane County Altered Binding Site Plan No. 87-17,
Spokane County Binding Site Plan No. 88-21, and Spokane County Binding Site Plan
No. 88-22, containing approximately 8,619,217 gross square feet (Building S-16),
located at 3808 North Sullivan Road, situated in the County of Spokane, the
State of Washington.
WHEREAS, on March 28, 1996 the Lessor and Lessee entered into a First
Amendment to Lease covering those certain premises whereby expanding its
Premises to include 2.765 acres of Parcel A (located East of Tract A) and
increasing the monthly Base Rent and Common Area Expenses.
WHEREAS, on June 30, 1999 the Lessor and Lessee entered into a Second
Amendment to Lease covering those certain premises whereby Lessee entered into a
transaction wherein its stockholders sold all of their stock to L.B. Foster
Company, which sales constituted a transfer of the Lessee's interest in the
Lease requiring Lessor's consent. The Lease and all addendums and amendments
thereto are hereinafter collectively referred to as the "Lease."
WHEREAS, on November 7, 2002 the Lessor and Lessee entered into a Third
Amendment to Lease covering those certain premises whereby extending the Term of
the Lease for an additional year effective January 1, 2003.
WHEREAS, on December 15, 2003 the Lessor and Lessee entered into a Fourth
Amendment to Lease covering those certain premises whereby extending the Term of
the Lease for an additional seven (7) months effective January 1, 2004.
WHEREAS, on June 29, 2004 the Lessor and Lessee entered into a Fifth
Amendment to Lease covering those certain premises whereby extending the Term of
the Lease for an additional two (2) years effective August 1, 2004.
WHEREAS, on May 9th, 2006 the said Lessor and Lessee entered into a Sixth
Amendment to Lease covering those certain premises whereby extending the Term of
the Lease for an additional two (2) years effective August 1, 2006.
WHEREAS, the said Lessee now desires to extend the Term of the Lease for an
additional two (2) year period effective August 1, 2008.
NOW, THEREFORE, in consideration of the promises and agreements herein
contained, it is hereby agreed as follows:
Article 3. Term, shall be amended as follows:
The Term of the Lease shall be extended for an additional two (2) year
period effective August 1, 2008 and shall end on July 31, 2010.
Article 4. Base Rent, Paragraph 4.1, shall be amended as follows:
August 1, 2008 through July 31, 2010 $18,541.00 per month
EXCEPT for the new terms and conditions listed above, all other terms and
conditions of the Lease and any subsequent amendment(s) shall remain in full
force and effect.
IN WITNESS WHEREOF, the said Lessor and Lessee have executed this amendment
to lease the day and year first written above.
LESSOR: LESSEE:
PARK SPE, LLC CXT INCORPORATED,
a Delaware corporation
/s/ Rob B. Gragg /s/ Kevin R. Haugh
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Rob B. Gragg, Authorized Representative Kevin R. Haugh, Vice President
/s/ David Voltz
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David Voltz, Secretary
STATE OF WASHINGTON )
) ss.
COUNTY OF SPOKANE )
On this 28th day of April, 2008, personally appeared Rob B.
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Gragg to me known to be the Authorized Representative of PARK SPE, LLC, the
limited liability company, that executed the within and foregoing instrument,
and acknowledged the said instrument to be the free and voluntary act and deed
of said company, for the uses and purposes therein mentioned, and on oath stated
that he was authorized to execute the said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ Dale C. Porter
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Name Printed: Dale C. Porter
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NOTARY PUBLIC in and for the State of Washington,
residing at Spokane Valley.
My Commission Expires: 8-01-2008
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STATE OF PENNSYLVANIA )
) ss.
COUNTY OF ALLEGHENY )
On this 2nd day of May, 2008 personally appeared Kevin R. Haugh to me known to
--- ---
be the Vice President of CXT INCORPORATED, the Delaware corporation, that
executed the within and foregoing instrument, and acknowledged the said
instrument to be the free and voluntary act and deed of said company, for the
uses and purposes therein mentioned, and on oath stated that he was authorized
to execute the said instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ Nancy J. Gianni
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Name Printed: Nancy J. Gianni
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NOTARY PUBLIC in and for the State of Pennsylvania,
residing at
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My Commission Expires: June 1, 2010
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STATE OF PENNSYLVANIA )
) ss.
COUNTY OF ALLEGHENY )
On this 2nd day of May, 2008, personally appeared David Volz to me known to be
--- ---
the Secretary of CXT INCORPORATED, the Delaware corporation, that executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said company, for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute the said
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
/s/ Nancy J. Gianna
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Name Printed: Nancy J. Gianni
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NOTARY PUBLIC in and for the State of Pennsylvania,
residing at
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My Commission Expires: June 1, 2010
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