0001102934-16-000056.txt : 20160901 0001102934-16-000056.hdr.sgml : 20160901 20160901060110 ACCESSION NUMBER: 0001102934-16-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160901 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160901 DATE AS OF CHANGE: 20160901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CABOT MICROELECTRONICS CORP CENTRAL INDEX KEY: 0001102934 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 364324765 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30205 FILM NUMBER: 161864493 BUSINESS ADDRESS: STREET 1: 870 NORTH COMMONS DRIVE CITY: AURORA STATE: IL ZIP: 60504 BUSINESS PHONE: 6303755461 MAIL ADDRESS: STREET 1: 870 N COMMONS DR CITY: AURORA STATE: IL ZIP: 60504 8-K 1 cmc8kfiled090116.htm CMC 8-K FILED 09-01-16
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 1, 2016


Cabot Microelectronics Corporation
(Exact name of registrant as specified in its charter)

Delaware
000-30205
36-4324765
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification)


870 Commons Drive, Aurora, Illinois
60504
(Address of principal executive offices)
(Zip Code)
   
   
(630) 375-6631
(Registrant's telephone number, including area code)
   
   
Not applicable
(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))


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 1, 2016, Cabot Microelectronics Corporation (the "Company") announced the following executive officer appointment, which is effective September 6, 2016: Thomas F. Kelly has been appointed Vice President, Corporate Development.

On September 1, 2016, the Company also announced that effective as of September 1, 2016, Daniel J. Pike, the Company's Vice President, Corporate Development, has resigned as an officer of the Company.  Mr. Pike will perform transition responsibilities for the Company as its Strategic Executive Advisor until he resigns his employment on March 1, 2017 ("Resignation Date").

In connection with the planned resignation, following the Resignation Date, and in consideration for a release of claims from Mr. Pike, his agreement to perform certain transition responsibilities, and his agreement to non-competition, non-solicitation, non-disparagement and confidentiality covenants, he will receive the following: (i) a cash severance payment equal to one year's base salary of $344,800; (ii) a pro-rated bonus payment representing Mr. Pike's target bonus opportunity percentage under the Company's Short Term Incentive Program, based on five months' employment of fiscal year 2017 of $79,016; (iii) payment by the Company of COBRA premiums on Mr. Pike's and his dependents' behalf pursuant to the Company's Health and Welfare Benefit Plan for the initial twelve month COBRA period following the Resignation Date; (iv) the benefits of his Change in Control Severance Protection Agreement ("CICSPA") to the extent that a Change in Control as defined thereunder occurs within one year of the Resignation Date; and, (v) reimbursement for costs associated with certain outplacement services.

During his employment prior to the Resignation Date, Mr. Pike will continue to receive his current salary and benefits, and will continue to comply with the Company's policies and procedures.  The terms described above will be set forth in a General Release, Waiver and Covenant Not to Sue, which will be executed by Mr. Pike on the Resignation Date, and the above description is qualified by the text of such agreement.  Any unvested non-qualified stock options and restricted stock or restricted stock units held by Mr. Pike as of the Resignation Date will be forfeited by him pursuant to the terms of the Company's 2012 Omnibus Incentive Plan and grant and award agreements thereunder.  Any non-qualified stock options and restricted stock or restricted stock units vested prior to the Resignation Date will remain subject to, and exercisable only per, the terms of the Company's 2012 Omnibus Incentive Plan and the Second Amended and Restated Cabot Microelectronics Corporation 2000 Equity Incentive Plan, as amended and restated, and relevant grant and award agreements thereunder.

On September 1, 2016, the Company issued a press release announcing an executive officer appointment and an executive officer transition.  A copy of the press release is attached hereto as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits.


(d)
Exhibits
   
 
99.1 Press release, dated September 1, 2016, entitled "Cabot Microelectronics Corporation Appoints Thomas F. Kelly as Vice President, Corporate Development."





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.

   
CABOT MICROELECTRONICS CORPORATION
 
   
[Registrant]
 
       
Date: September 1, 2016
By:
/s/ WILLIAM S. JOHNSON
 
   
William S. Johnson
 
   
Executive Vice President and Chief Financial Officer
 
   
[Principal Financial Officer]
 



INDEX TO EXHIBITS

Exhibit Number
 
 
Title
99.1
 
Press release, dated September 1, 2016, entitled "Cabot Microelectronics Corporation Appoints Thomas F. Kelly as Vice President, Corporate Development."




EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1
EXHIBIT 99.1

PRESS RELEASE



                                                                                                                                          Contact:
                                                                                                                                        Trisha Tuntland
                                                                                                                                       Director of Investor Relations
                                                                                                                                      Cabot Microelectronics Corporation
                                                                                                                                          (630) 499-2600

CABOT MICROELECTRONICS CORPORATION APPOINTS THOMAS F. KELLY AS VICE PRESIDENT, CORPORATE DEVELOPMENT

Aurora, IL, September 1, 2016 – Cabot Microelectronics Corporation (Nasdaq:  CCMP), the world's leading supplier of chemical mechanical planarization (CMP) polishing slurries and a growing CMP pad supplier to the semiconductor industry, announced the appointment of Thomas F. Kelly, Vice President, Corporate Development, which is effective as of September 6, 2016.  Mr. Kelly rejoins Cabot Microelectronics after serving as the Director of Global Raw Materials Procurement for Celanese Corporation from 2012 through 2016, and prior to that as the Vice President of New Business Development and the Program Management Organization of Chemtura Corporation, where he was employed from 2008 until 2012.  He was employed by Cabot Microelectronics from 1999 through 2008, serving in various senior business operations, product management, and supply chain assurance roles.

"I am delighted to welcome Tom Kelly back to Cabot Microelectronics, and am confident his executive expertise from various global companies in the larger engineered materials and chemicals industries will benefit our company greatly in a number of important areas," said David H. Li, Cabot Microelectronics' President and Chief Executive Officer.  "Tom knows our business, industry, customers and supply chain well, along with having developed important experience in mergers and acquisitions, business development, and corporate strategy from his more recent roles in helping to lead multi-billion dollar global businesses."

In addition to this, the Company announced that as of September 1, 2016, Daniel J. Pike has resigned from his position as Vice President, Corporate Development, and will continue to serve the Company in a non-executive transition role until March 1, 2017.  Mr. Li stated, "I would like to thank Dan for his significant contribution to the founding and growth of Cabot Microelectronics during his many years of service.  All of us wish him well in his future endeavors."

ABOUT CABOT MICROELECTRONICS
Cabot Microelectronics Corporation, headquartered in Aurora, Illinois, is the world's leading supplier of CMP polishing slurries and a growing CMP pad supplier to the semiconductor industry.  The company's products play a critical role in the production of advanced semiconductor devices, enabling the manufacture of smaller, faster and more complex devices by its customers.  The company's mission is to create value by developing reliable and innovative solutions, through close customer collaboration, that solve today's challenges and help enable tomorrow's technology.  The company has approximately 1,125 employees on a global basis.  For more information about Cabot Microelectronics Corporation, visit www.cabotcmp.com or contact Trisha Tuntland, Director of Investor Relations at 630-499-2600.

SAFE HARBOR STATEMENT
This news release may include statements that constitute "forward looking statements" within the meaning of federal securities regulations.  These forward-looking statements include statements related to: future sales and operating results; growth or contraction, and trends in the industry and markets in which the company participates; the company's management; various economic factors and international events; regulatory or legislative activity; product performance; the generation, protection and acquisition of intellectual property, and litigation related to such intellectual property; new product introductions; development of new products, technologies and markets; the company's supply chain; natural disasters; the acquisition of or investment in other entities; uses and investment of the company's cash balance, including dividends and share repurchases, which may be suspended, terminated or modified at any time for any reason, based on a variety of factors; financing facilities and related debt, payment of principal and interest, and compliance with covenants and other terms; the company's capital structure; the company's current or future tax rate; and the operation of facilities by Cabot Microelectronics Corporation.  These forward-looking statements involve a number of risks, uncertainties, and other factors, including those described from time to time in Cabot Microelectronics' filings with the SEC, that could cause actual results to differ materially from those described by these forward-looking statements.  In particular, see "Risk Factors" in the company's quarterly report on Form 10-Q for the quarter ended June 30, 2016 and in the company's annual report on Form 10-K for the fiscal year ended September 30, 2015, both filed with the SEC.  Cabot Microelectronics assumes no obligation to update this forward-looking information.