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): November 19,
2007
Kirby
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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1-7615
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74-1884980
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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55
Waugh Drive, Suite 1000
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77007
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Houston,
Texas
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(Zip
Code)
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(Address
of principal executive offices)
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Registrant’s
telephone number, including area code:
(713)
435-1000
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item
5.04.
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Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans.
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On
November 19, 2007, Kirby Corporation
(“Kirby”) sent a notice to participants in Kirby’s 401(k) Plan (the “Plan”)
concerning a blackout period under the Plan to facilitate the transition
to a
new recordkeeper for the Plan. As required by Section 306 of the
Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation
BTR, Kirby has sent a notice to its directors and executive officers informing
them of the restrictions on their purchases and sales of Kirby securities
during
the blackout period. A copy of that notice is attached as Exhibit
99.1 to this report and is incorporated herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(c)
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Exhibits
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99.1
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Notice
of Blackout Period under the Kirby Corporation 401(k)
Plan
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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 thereunto duly
authorized.
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KIRBY
CORPORATION
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(Registrant)
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By:
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/s/
Norman W. Nolen
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Norman
W. Nolen
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Executive
Vice President, Treasurer and Chief Financial
Officer
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Dated: November
20, 2007
EXHIBIT
INDEX
Exhibit
99.1 Notice of Blackout Period
under the Kirby Corporation 401(k) Plan
M
E M O R A N D U M
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TO:
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Directors
and Executive Officers of Kirby
Corporation
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FROM:
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G.
Stephen Holcomb
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DATE:
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November
20, 2007
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SUBJECT:
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Notice
of Blackout Period under the Kirby Corporation 401(k)
Plan
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To
facilitate the transition to a new recordkeeper under the Kirby Corporation
401(k) Plan (the “Plan”), two blackout periods will be imposed under the Plan
commencing December 20, 2007 (the “Blackout Periods”). Under
Section 306 of the Sarbanes-Oxley Act of 2002 and Securities and Exchange
Commission Regulation BTR, during the Blackout Periods, you will generally
be
prohibited from purchasing, selling or otherwise acquiring or transferring,
directly or indirectly, any Kirby common stock (including the exercise of stock
options) that you acquired in connection with your service or employment as
a
director or executive officer.
The
first
Blackout Period will commence at 3:00 p.m. (CST) on December 20, 2007 and end
on
or about January 15, 2008. During that Blackout Period, participants
in the Plan will not be able to take hardship withdrawals or transfer (roll
over) funds from other qualified plans. The second Blackout Period
will commence at 3:00 p.m. (CST) on December 26, 2007 and end on or about
January 15, 2008. During that Blackout Period, participants in the
Plan will not be able to effect any transactions in their Plan accounts,
including directing or diversifying investments in their accounts and obtaining
loans or distributions from the Plan.
Please
note the following:
1. These
restrictions on your transactions in Kirby securities are in addition to
applicable blackout periods under Kirby’s insider trading policies.
2. These
restrictions prohibit the exercise of stock options, the sale of shares acquired
on the exercise of options, the sale of any shares originally received as
restricted stock and the sale of shares to cover withholding taxes on the
vesting of restricted stock.
3. These
restrictions apply not only to transactions in which you have a direct interest,
but also to any transactions in which you have a pecuniary interest, including,
for example, transactions by immediate family members living in your
household.
4. Although
you are permitted to engage in transactions involving Kirby equity securities
that were not acquired in connection with your service or employment as a
director or executive officer, there is a presumption that any equity securities
you sell or transfer during the Blackout Periods were acquired in connection
with your service or employment as a director or executive officer, unless
you
can specifically identify the source of the securities and demonstrate that
you
have used the same specific identification for all purposes related to the
transaction, including tax reporting and other disclosure and reporting
requirements.
Directors
and Executive Officer of Kirby Corporation
November
20, 2007
Page
5. There
are limited exemptions from these restrictions, including gifts and sales under
a 10b5-1 plan under certain conditions.
If
you
engage in a transaction in violation of these restrictions, you may be required
to disgorge your profits from the transaction and may be subject to civil and
criminal penalties. Because of the complexity of the applicable rules
and the severity of the penalties for violations, please remember to observe
Kirby’s preclearance requirement for all transactions in Kirby
securities.
If
you
want any additional information about the Blackout Periods, the restrictions
on
your transactions in Kirby equity securities or the actual termination date
of
the Blackout Periods, please contact:
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G.
Stephen Holcomb
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Vice
President, Investor Relations
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Kirby
Corporation
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55
Waugh Drive, Suite 1000
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Houston,
Texas 77007
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(713)
435-1135
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