UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report: August 30, 2007 (Date of earliest event reported:  August 29, 2007)
 
RBC BEARINGS INCORPORATED
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
Delaware
333-124824
95-4372080
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
One Tribology Center
Oxford, CT 06478
(Address of Principal Executive Offices, Including  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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
(e)           Effective as of August 29, 2007, the 2005 Long Term Incentive Plan (Amended and Restated as of September 26, 2006) of RBC Bearings Incorporated (the “Company”) was further amended and restated to eliminate the ability to re-price outstanding stock option or stock appreciation rights awards thereunder.  A copy of the RBC Bearings Incorporated 2005 Long Term Incentive Plan (Amended and Restated as of August 29, 2007) is filed as an exhibit herewith and incorporated herein.
 
Item 9.01  Financial Statements and Exhibits.
 
(d)   Exhibits.
 
 
Description
 
10.1
 
RBC Bearings Incorporated 2005 Long Term Incentive Plan (Amended and Restated as of August 29, 2007)
 
 
 
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: August 30, 2007
 
 
RBC BEARINGS INCORPORATED
 
 
 
 
By:
 /s/ Thomas J. Williams
 
 
Name:  Thomas J. Williams
 
 
Title: Corporate General Counsel & Secretary