-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H5fnNvDFE1FlBH04ftnjrVsGWrssbBu87BUwwuGl86iA+dLGaAygPkEXmG9vgPov rNNI9pdpJbCO6AnN1h63lg== 0000950134-06-011654.txt : 20060615 0000950134-06-011654.hdr.sgml : 20060615 20060615172131 ACCESSION NUMBER: 0000950134-06-011654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060612 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060615 DATE AS OF CHANGE: 20060615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25601 FILM NUMBER: 06908093 BUSINESS ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 MAIL ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 8-K 1 f21493e8vk.htm FORM 8-K e8vk
 

 
 
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): June 15, 2006 (June 12, 2006)
BROCADE COMMUNICATIONS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
 
         
Delaware
(State or other jurisdiction of
incorporation or organization) 		  000-25601
(Commission File Number) 		  77-0409517
(I.R.S. Employer
Identification Number)
1745 Technology Drive
San Jose, CA 95110
 
(Address, including zip code, of principal executive offices)
(408) 333-8000
 
(Registrant’s telephone number, including area code)
 
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.01 Entry into a Material Definitive Agreement.
Effective June 12, 2006, Brocade Communications Systems, Inc. (the “Company”) completed its previously disclosed Tender Offer (see Form 8-K filed May 12, 2006). As previously announced, the Tender Offer was filed to address recent changes to tax laws that could have adverse personal tax consequences for some of Brocade’s employees who received stock options that were or may have been granted at a discount from fair market value at the time of grant. Four of the Company’s executive officers elected to participate in the Tender Offer and, as a result, have entered into definitive agreements with the Company in connection with the Tender Offer, effective as of June 12, 2006. Each of the agreements with the executive officers who participated in the Tender Offer is detailed below and was entered into on the same terms and conditions as were available to all participants in the Tender Offer:
  •   Michael Klayko, Chief Executive Officer, elected to amend a portion of his nonqualified stock option grant dated August 15, 2003 to increase the exercise price per share from $5.53 to $5.64. In consideration for the amendment to his option, Mr. Klayko will receive a cash payment of $18,333.37 promptly following January 1, 2007.
 
  •   Richard Deranleau, Chief Financial Officer, Vice President and Treasurer, elected (i) to amend a portion of his nonqualified stock option grant dated December 10, 2003 to increase the exercise price per share from $5.52 to $5.78 and to receive a cash payment promptly following January 1, 2007 of $1,040.00 in consideration for the amendment to such option, (ii) to amend a portion of his nonqualified stock option grant dated June 9, 2004 to increase the exercise price per share from $5.68 to $5.71 and to receive a cash payment promptly following January 1, 2007 of $367.50 in consideration for the amendment to such option, and (iii) to cancel a portion of his nonqualified stock option grant dated July 28, 2003 in consideration for a cash payment to be made promptly following January 1, 2007 of $40,327.53.
 
  •   Don Jaworski, Vice President of Product Development, elected (i) to amend a portion of his nonqualified stock option grant dated August 15, 2003 to increase the exercise price per share from $5.53 to $5.64 and to receive a cash payment promptly following January 1, 2007 of $7,333.37 in consideration for the amendment to such option, (ii) to amend a portion of his nonqualified stock option grant dated February 26, 2004 to increase the exercise price per share from $6.58 to $7.34 and to receive a cash payment promptly following January 1, 2007 of $30,083.84, in consideration for the amendment to such option, and (iii) to cancel a portion of his nonqualified stock option grant dated May 22, 2003 in consideration for a cash payment to be made promptly following January 1, 2007 of $544,395.62.
 
  •   Ian Whiting, Vice President of Worldwide Sales, elected (i) to amend a portion of his nonqualified stock option grant dated August 15, 2003 to increase the exercise price per share from $5.53 to $5.64 and to receive a cash payment promptly following January 1, 2007 of $11,000.00 in consideration for the amendment to such option, and (ii) to amend a portion of his nonqualified stock option grant dated August 12, 2004 to increase the exercise price per share from $4.04 to $4.82 and to receive a cash payment promptly following January 1, 2007 of $57,200.52 in consideration for the amendment to such option.

 

 

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.
         
  BROCADE COMMUNICATIONS SYSTEMS, INC.
 		  
Dated: June 15, 2006  By:   /s/ Richard Deranleau    
    Richard Deranleau   
    Chief Financial Officer, Vice President and Treasurer   
 

 

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