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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): February 27, 2004

 

Carriage Services, Inc.

(Exact name of registrant as specified in is charter)

 

Delaware

 

1-11961

 

76-0423828

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

 

1900 St. James Place, 4th Floor
Houston, Texas 77056

(Address, including zip code, of principal executive offices)

 

Registrant’s telephone number, including area code:

(713) 332-8400

 

 

 

Item 7.                  Financial Statements and Exhibits.

 

(a)                        Not applicable

 

(b)                       Not applicable

 

(c)                        Exhibits

 

 

 

Item

 

Description

 

 

 

 

 

 

 

99.1

 

Notice to Directors and Executive Officers dated February 27, 2004

 

Item 11.            Temporary Suspension of Trading Under Registrant’s Benefit Plans

 

On February 27, 2004, Carriage Services, Inc. (the “Company”) sent a Notice to its Directors and Executive Officers (Executive Officers defined as those officers subject to Section 16 of the Securities Exchange Act of 1934, as amended) informing them that a blackout period is expected to be in effect beginning March 17, 2004 and ending during the week beginning April 11, 2004, restricting them from transferring common stock of the Company during such period. The notice was provided pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934, as amended. A copy of the notice sent to Directors and Executive Officers is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested party may obtain, without charge, the actual beginning date and ending date of the blackout period by contacting Terry Sanford, Vice President and Corporate Controller, Carriage Services, Inc., 1900 St. James Place, 4th Floor, Houston, Texas 77056, (713)332-8400.

 

2

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Carriage Services, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

CARRIAGE SERVICES, INC.

 

 

 

 

Date: February 27, 2004

By:

/s/JosephSaporito

 

 

 

Joseph Saporito

 

 

Senior Vice President and Chief Financial Officer

 

3

 

INDEX TO EXHIBITS

 

Exhibit

 

Description

 

 

 

  99.1

 

Notice to Directors and Executive Officers dated February 27, 2004

 

4

Exhibit 99.1

 

NOTICE

 

 

To:

 

Directors and Executive Officers of Carriage Services, Inc.

 

 

 

From:

 

Terry E. Sanford

 

 

 

Date:

 

February 27, 2004

 

 

 

Subject:

 

Notice of Blackout Period Required by the Sarbanes-Oxley Act of 2002

 

 

The purpose of this notice is to inform you of an upcoming blackout period that will occur in connection with a planned change in the recordkeeper of the Carriage Services 401(k) Plan, 1996 Stock Incentive Plan, 1997 Employee Stock Purchase Plan, 1998 Stock Option Plan for Consultants, 1995 Stock Incentive Plan and the 1996 Directors’ Stock Option Plan (collectively referred to as the “Benefit Plans”). The Sarbanes-Oxley Act of 2002 and, as more specifically, Regulation BTR as promulgated under the Securities Exchange Act of 1934, as amended, require that notice of the blackout period by provided to you.

 

The recordkeeper of the Benefit Plans will be changing from the Citigroup affiliates, CitiStreet Associates, LLC and Smith Barney to Hand Benefits & Trust Company. While the changeover of recordkeeper occurs, participants in the Benefit Plans will be unable to enroll in the 401(k) and employee stock purchase plans, change their investment elections, request loans, withdrawals or distributions, exercise stock options or sell Carriage Services, Inc. common stock from their Benefit Plan accounts. Therefore, during this period of time, the ability of participants in the Benefit Plans to purchase, sell or otherwise acquire or transfer an interest in shares of common stock of Carriage Services, Inc. in their plan accounts will be restricted. The period of time during which the participants in the Benefit Plans will be subject to these restrictions is called the “Blackout Period”.

 

The Blackout Period will begin March 17, 2004 and end during the week of April 11, 2004. During the week of April 11, 2004, you may obtain, without charge, information as to whether the Blackout Period has ended by contacting Terry Sanford, Vice President and Corporate Controller, or Clark Harlow, Vice President and Treasurer, at Carriage Services, Inc. (713)332-8400.

 

During the Blackout Period, directors and executive officers of Carriage Services, Inc. are prohibited from engaging in any transaction, other than certain exempt transactions, involving the common stock of Carriage Services, Inc. that you acquired in connection

 

 

with your service or employment with Carriage Services, Inc. Exempt transactions include, but are not limited to, purchases or sales of common stock pursuant to a Rule 10(b)5-1(c) arrangement (provided the same is not adopted or amended during the Blackout Period) and purchases that occur automatically pursuant to the employee stock purchase plan.

 

While we anticipate a smooth transition to the new recordkeeper, you will be notified in the unlikely event that an extension of the Blackout Period is required. Please direct any questions regarding the Blackout Period to me at (713)332-8400.