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) February 19, 2008
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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
2008 Executive Cash Bonus Program.
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On February 19, 2008, Avocent Corporation's Compensation Committee
approved the Avocent Corporation 2008 Executive Cash Bonus Program. A summary of
the Avocent Corporation 2008 Executive Cash Bonus Program is incorporated herein
by reference and filed as Exhibit 99.7 hereto.
2008 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.
2008 Restricted Stock Unit Awards
On February 19, 2008, the Company's Board of Directors approved an
award of 6,000 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, 2009 and January 1, 2010).
On February 19, 2008, 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, 0*
Chairman of the Board and Chief Executive Officer
Edward H. Blankenship, 11,250
Senior Vice President and Chief Financial Officer
Doyle C. Weeks, 25,519
President and Chief Operating Officer
C. David Perry, 13,750
Executive Vice President and General Manager of
Management Systems Division
Eugene F. Mulligan, 7,500
Senior Vice President of Global Operations
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* Mr. Cooper has announced his retirement, effective March 31, 2008
These awards vest over three years (one-third will vest on each of January 1,
2009, January 1, 2010, and January 1, 2011), 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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2008 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 February 19, 2008, the
Compensation Committee awarded performance shares for 2008 under the 2005 Plan
to the Company's executive officers at specified targeted levels of the
Company's common stock price (as measured on a rolling average basis) on
specific dates over a two-year period. Depending on stock price levels over the
next two years, participants would earn a percentage from 0% to 125% of their
targeted performance-based awards. Any performance shares actually earned by
each participant, if and to the extent earned, would vest over three years
(including 2008).
The Compensation Committee awarded the following number of
performance-based shares to the Named Executive Officers for 2008:
Estimated Future Payouts for 2008
Performance Share Awards Under the
2005 Equity Incentive Plan
Named ---------------------------------------
Executive Targeted Maximum
Officer Number at 100% Number at 125%
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Mr. Cooper 0* 0*
Mr. Blankenship 14,625 18,281
Mr. Weeks 33,174 41,467
Mr. Perry 17,875 22,343
Mr. Mulligan 9,750 12,187
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* Mr. Cooper has announced his retirement, effective March 31, 2008
As noted above, these performance share awards are "earned" only upon the
achievement of certain targeted level's of the Company's common stock prices on
specific dates over the next two years. 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 2008 to the Named Executive Officers under the 2005 Plan are listed
in the two columns above.
The specific targeted price levels and dates 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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99.7 Summary of Avocent Corporation 2008 Executive Cash
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: February 25, 2008
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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99.7 Summary of Avocent Corporation 2008 Executive Cash Bonus Program
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