-----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, Vs9B4oCOC46Kquudh3EhKR9VLEcx6LYeOYYmCXgpFvt15TMuw3GUxPUps9xKlzgZ 7sdIVzy2EN45DMviwPcs7g== 0001157523-05-008098.txt : 20050913 0001157523-05-008098.hdr.sgml : 20050913 20050913170247 ACCESSION NUMBER: 0001157523-05-008098 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050913 DATE AS OF CHANGE: 20050913 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOVA INC CENTRAL INDEX KEY: 0001044590 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 954647021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13279 FILM NUMBER: 051082748 BUSINESS ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 BUSINESS PHONE: 425-265-2400 MAIL ADDRESS: STREET 1: 6001 36TH AVENUE WEST CITY: EVERETT STATE: WA ZIP: 98203-1264 8-K 1 a4971919.txt UNOVA 8-K 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): September 8, 2005 UNOVA, INC. (Exact name of registrant as specified in its charter) Delaware 001-13279 95-4647021 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) file number) Identification Number) 6001 36th Avenue West 98203-1264 Everett, Washington (Zip Code) www.unova.com ------------- (Address of principal executive offices and Internet site) Registrant's telephone number, including area code: (425) 265-2400 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)) Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (c) Appointment of Principal Officers. On September 8, 2005, the Board of Directors of UNOVA, Inc. (the "Company") elected Fredric B. Anderson Vice President and Controller and named him Acting Chief Financial Officer. Mr. Anderson, age 38, has served as Director of Accounting and Financial Reporting, and in the capacity of Chief Accounting Officer, since he joined the Company in July 2002. He came to the Company after nearly 12 years with Ernst & Young LLP, where he spent nine years in the audit department, including six years in San Diego and three years on an international expatriate assignment in Buenos Aires, Argentina. In 1999, he joined the transaction services group in Ernst & Young's Los Angeles office, where he provided consulting and due diligence services related to client acquisitions and divestitures. Mr. Anderson holds a B.B.A. in Accounting and a Masters in International Business from the University of San Diego. In connection with his promotion to Vice President and Controller, Mr. Anderson was granted a new compensation package effective September 1, 2005, including an annual base salary of $181,165, a target bonus of 50 percent of base salary, and a Change of Control Employment Agreement in the form entered into between the Company and other officers at the level of Vice President. That form of agreement was filed as Exhibit 10.7 to the Company's 1999 Annual Report on Form 10-K. (d) Election of Directors. Oren G. Shaffer was elected a director of the Company on September 8, 2005, when the Board of Directors expanded its membership from nine to ten. Mr. Shaffer is Vice Chairman and Chief Financial Officer of Qwest Communications International Inc. ("Qwest"). He has been appointed a member of the Audit and Compliance Committee and of the Compensation Committee of the Company's Board. The Company purchases telecommunications services from Qwest and its subsidiaries, most of which are public utility regulated services. The Company has also provided services to Qwest in the ordinary course of its business. There have been no transactions between the companies in the past three years that are required to be reported here under Item 404(a) of Regulation S-K. A copy of the Company's press release of September 8, 2005, announcing Mr. Shaffer's election, is furnished as Exhibit 99.1 to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits (c) Exhibits. The following exhibit is attached as part of this report: Exhibit Number Description - ------ ----------- 99.1 Press Release issued by the Company dated September 8, 2005. SIGNATURE 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. UNOVA, INC. By: /s/ Janis L. Harwell ------------------------------------- Janis L. Harwell Senior Vice President and General Counsel September 13, 2005 2 EX-99.1 2 a4971919ex99_1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 Qwest Communications CFO Oren G. Shaffer Joins UNOVA Board of Directors EVERETT, Wash.--(BUSINESS WIRE)--Sept. 8, 2005--Oren G. Shaffer, Vice Chairman and Chief Financial Officer of Qwest Communications International Inc., has been elected to the UNOVA, Inc. Board of Directors. He will become a member of the Audit and Compliance Committee and the Compensation Committee. UNOVA (NYSE:UNA) divisions specialize in automatic data collection technologies such as RFID (radio frequency identification), wireless networking, mobile computing and industrial manufacturing systems. Shaffer has a long history of financial leadership. Formerly, he has served as the president and chief operating officer of Sorrento Networks; the chief financial officer of Ameritech; and the president of Virgo Cap Inc., an investment firm. And from 1968 to 1992, he advanced through executive positions at Goodyear Tire & Rubber Co. to the positions of executive vice president, chief financial officer and director. During his 25-year tenure with Goodyear, he accrued 15 years of international experience including chairman and chief executive officer of Goodyear's operations in France. Shaffer, who lives with his wife Evelyne in Boulder, Colorado, holds a Bachelor of Science in business administration from the University of California at Berkeley and a Master of Science in management from the Massachusetts Institute of Technology. In addition to his responsibilities with Qwest Communications, Shaffer serves on the boards of directors for the Singapore Equity Fund and the Japan Fund. He has been awarded both the "Chevalier de L'Order du Merite" by former French President Francois Mitterand and the "Commandeur de l'Ordre de Merite du Grand-Duche de Luxembourg" by Jean Grand-Duc de Luxembourg, Duc de Nassau. About UNOVA UNOVA is a leader in global supply chain solutions and in the development, manufacture and integration of wired and wireless automated data collection, Intellitag(R) RFID (radio frequency identification), mobile computing systems, bar code printers and label media. The company's products and services are used by customers in many industries to improve productivity, quality and responsiveness of business operations, from supply chain management and enterprise resource planning to field sales and service. For investor information, contact Director Kevin McCarty, 425-265-2472, kmccarty@unova.com. For more information about UNOVA, visit www.unova.com. CONTACT: UNOVA Investor Relations Kevin McCarty, 425-265-2472 kmccarty@unova.com -----END PRIVACY-ENHANCED MESSAGE-----