-----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, CDJKLd5tDirLWPxo0xwt5DhVAy8d6Clvs1/NWbn1AMVGGruJFO5B7MX6Ul92Ca0g Yk1V28jJ7FxaaKQ1boyw+A== 0001193125-05-013214.txt : 20050127 0001193125-05-013214.hdr.sgml : 20050127 20050127164917 ACCESSION NUMBER: 0001193125-05-013214 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050124 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PALMONE INC CENTRAL INDEX KEY: 0001100389 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER TERMINALS [3575] IRS NUMBER: 943150688 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29597 FILM NUMBER: 05554448 BUSINESS ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD CITY: MILPITAS STATE: CA ZIP: 95035 BUSINESS PHONE: 4088789000 MAIL ADDRESS: STREET 1: 400 N. MCCARTHY BOULEVARD STREET 2: M/S 4101 CITY: MILPITAS STATE: CA ZIP: 95035-5112 FORMER COMPANY: FORMER CONFORMED NAME: PALM INC DATE OF NAME CHANGE: 19991203 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report Pursuant to Section 13 of 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 24, 2005

 

 

palmOne, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   000-29597   94-3150688

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

400 N. McCarthy Blvd., Milpitas, California   95035
(Address of principal executive offices)   (Zip Code)

 

(408) 503-7000

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 1.01    Entry into a Material Definitive Agreement.

 

On January 24, 2005, palmOne, Inc. (“palmOne or the “Company”) entered into a separation agreement (the “Agreement”) with R. Todd Bradley, its Chief Executive Officer. Pursuant to the Agreement, Mr. Bradley will remain with palmOne as the Chief Executive Officer through February 25, 2005 and as an employee advisor through June 3, 2005, will receive salary and bonuses of between approximately $2.4 million and approximately $2.8 million and has agreed to non-competition and non-solicitation provisions. In addition, as of June 3, 2005, all of Mr. Bradley’s unvested shares of palmOne restricted stock and a portion of his unvested options to purchase shares of palmOne common stock will have their vesting accelerate. The Company anticipates that the Agreement will result in an unforecasted charge to earnings of approximately $3.2 million in the Company’s fiscal quarter ending February 25, 2005.

 

Item 5.02.    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b) Pursuant to the Agreement, Mr. Bradley will resign as the Chief Executive Officer and a director of palmOne effective on February 25, 2005, the end of palmOne’s current fiscal quarter. After the end of the fiscal quarter, he will remain an employee of palmOne and serve in an advisory capacity until the end of palmOne’s fiscal year on June 3, 2005.

 

-2-

SIGNATURES

 

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.

 

    PALMONE, INC.

Date: January 27, 2005

  

/s/ Andrew J. Brown

   

Andrew J. Brown

   

Senior Vice President and Chief Financial Officer

 

-3-

-----END PRIVACY-ENHANCED MESSAGE-----