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) April 27, 2007
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AVOCENT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 430-4000
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n/a
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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:
[ ] 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))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
2007 Executive Bonus Program.
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On April 27, 2007, Avocent Corporation's Compensation Committee
approved the Avocent Corporation 2007 Executive Bonus Program. A summary of the
Avocent Corporation 2007 Executive Bonus Program is incorporated herein by
reference and filed as Exhibit 99.9 hereto.
2007 Awards Under the Avocent Corporation 2005 Equity Incentive Plan.
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The Avocent Corporation 2005 Equity Incentive Plan (the "2005 Plan")
was approved by stockholders and was filed with the Securities and Exchange
Commission. The description of the 2005 Plan contained herein is qualified in
its entirety by reference to the full text of the amended 2005 Plan (and form of
agreements thereunder) filed as Exhibit 99.16 to the Company's Form 8-K on June
15, 2006. The Company's Compensation Committee, which is comprised of three
independent non-employee directors, is the Administrator under the 2005 Plan.
2007 Restricted Stock Unit Awards
On April 27, 2007, the Company's Board of Directors approved an award
of 4,032 restricted stock units under the 2005 Plan to each of the Company's six
non-employee directors (Harold D. Copperman, Francis A. Dramis, Jr., Edwin L.
Harper, William H. McAleer, Stephen F. Thornton, and David P. Vieau). These
awards vest over two years (one-half will vest on each of January 1, 2008 and
January 1, 2009).
On April 27, 2007, the Compensation Committee approved the awards of
restricted stock units under the 2005 Plan to the Company's executive officers,
including the following awards to the executive officers named in the Company's
2007 Proxy Statement (the "Named Executive Officers"):
Restricted Stock
Units Awarded
Named Executive Officer for 2007
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John R. Cooper, 25,907
Chairman of the Board and Chief Executive Officer
Edward H. Blankenship, 9,677
Senior Vice President and Chief Financial Officer
Doyle C. Weeks, 19,355
President and Chief Operating Officer
C. David Perry, 12,903
Executive Vice President and General Manager of
Management Systems Division
Eugene F. Mulligan, 8,602
Senior Vice President of Global Operations
These awards vest over three years (one-third will vest on each of January 1,
2008, January 1, 2009, and January 1, 2010), and each award is subject to a
Restricted Stock Agreement that provides for forfeiture in certain events, such
as voluntary termination of employment, and full vesting upon certain events,
including a termination other than for cause or termination following a change
in control of the Company.
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2007 Performance Share Awards
The 2005 Plan authorizes the Compensation Committee to determine the
goals applicable for performance-based awards using one or more measures that
are designed to meet the "performance-based compensations" requirements of
Section 162(m) of the Internal Revenue Code. On April 27, 2007, the Compensation
Committee awarded performance shares for 2007 under the 2005 Plan to the
Company's executive officers at specified targeted levels measured by specific
levels of growth in the Company's operational revenue (which is income prior to
intangible amortization, stock compensation expense, and acquired in-process
research and development expense) and specified levels of growth in the
Company's operational earnings per share in 2007 (after deducting executive
bonuses net of tax) over the base operational revenue and earnings per share in
2006. There are adjustments for acquisitions on a pro-rata basis, and any
transaction expenses from transactions that do not close are excluded from the
calculation of operational earnings per share. Depending on the levels of growth
in the Company's 2007 operational revenue and 2007 operational earnings per
share over 2006, participants would earn a percentage from 0% to 150% of their
targeted performance-based awards. Each of the two performance metrics would be
weighted equally in calculating the percentage of performance shares actually
earned by each participant, and if earned or to the extent earned, would vest
over three years (including 2007).
The Compensation Committee awarded the following number of
performance-based shares to the Named Executive Officers for 2007:
Estimated Future Payouts for 2007
Performance Share Awards Under the
2005 Equity Incentive Plan
Named --------------------------------------
Executive Targeted Maximum
Officer Number at 100% Number at 150%
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Mr. Cooper 16,774 25,161
Mr. Blankenship 6,290 9,435
Mr. Weeks 12,581 18,871
Mr. Perry 8,387 12,581
Mr. Mulligan 5,591 8,387
As noted above, these performance share awards are "earned" only upon the
achievement of certain target minimum financial growth metrics or triggers. All
potential payouts of shares under this program are performance driven and
completely at risk. Therefore, there is no threshold payout, and the targeted
and maximum payouts of performance shares awarded in 2007 to the Named Executive
Officers under the 2005 Plan are listed in the two columns above.
The specific levels of operational revenue and earnings per share
growth and the related percentages of performance shares earned have been
communicated to each eligible executive and represent target levels or other
achievements with respect to specific quantitative or qualitative performance
related factors, or factors or criteria involving confidential commercial or
business information, the disclosure of which would have an adverse effect on
the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
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99.9 Summary of Avocent Corporation 2007 Executive Bonus
Program
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SIGNATURES
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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.
AVOCENT CORPORATION
Date: May 2, 2007
By: /s/ Samuel F. Saracino
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Samuel F. Saracino
Executive Vice President of Legal and
Corporate Affairs, General Counsel and
Secretary
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EXHIBIT INDEX
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Exhibit Description
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99.9 Summary of Avocent Corporation 2007 Executive Bonus Program
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