-----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, TxgBdnCdj+tH0C0BkqBPfYVbF3Ft/uqwtRQWJB/qCMLeTBp0JDf3+Z7C0bjbZrU/ fM7FvV+8ULwA7WVpDC4z+A== 0001157523-05-000955.txt : 20050202 0001157523-05-000955.hdr.sgml : 20050202 20050202160543 ACCESSION NUMBER: 0001157523-05-000955 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050202 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVOCENT CORP CENTRAL INDEX KEY: 0001109808 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 912032368 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30575 FILM NUMBER: 05569544 BUSINESS ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HUNTSVILLIE STATE: AL ZIP: 35805 BUSINESS PHONE: 2564304000 MAIL ADDRESS: STREET 1: 4991 CORPORATE DRIVE CITY: HMTSVILLE STATE: AL ZIP: 35805 FORMER COMPANY: FORMER CONFORMED NAME: AEGEAN SEA INC DATE OF NAME CHANGE: 20000323 8-K 1 a4810457.txt AVOCENT 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) February 2, 2005 ------------------------ AVOCENT CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 000-30575 91-2032368 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4991 CORPORATE DRIVE, HUNTSVILLE, AL 35805 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (256) 430-4000 ---------------------------- 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: [ ] 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 27, 2005, Avocent Corporation's Compensation Committee approved bonuses under Avocent Corporation's 2004 Executive Bonus Plan, and on February 1, 2005, the Compensation Committee approved the Avocent Corporation 2005 Executive Bonus Plan. A summary of the Avocent Corporation 2004 Executive Bonus Plan is incorporated herein by reference and filed as Exhibit 99.2 hereto, and a summary of the Avocent Corporation 2005 Executive Bonus Plan is incorporated herein by reference and filed as Exhibit 99.3 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.2 Summary of Avocent Corporation 2004 Executive Bonus Plan 99.3 Summary of Avocent Corporation 2005 Executive Bonus Plan 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. AVOCENT CORPORATION Date: February 2, 2005 By: /s/ Samuel F. Saracino --------------------------------------- Samuel F. Saracino Senior Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.2 Summary of Avocent Corporation 2004 Executive Bonus Plan 99.3 Summary of Avocent Corporation 2005 Executive Bonus Plan EX-99.2 2 a4810457ex992.txt EXHIBIT 99.2 EXHIBIT 99.2 SUMMARY OF AVOCENT CORPORATION 2004 EXECUTIVE BONUS PLAN Plan Background. The Avocent Corporation 2004 Executive Bonus Plan (the "Plan") was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters. It is the objective of the Company's Compensation Committee and the Board of Directors to have a portion of each executive's compensation contingent upon the Company's performance as well as upon the individual's personal performance. Accordingly, each executive officer's compensation package is comprised of three elements: (i) annual base salary, (ii) annual bonus based on the achievement of certain financial targets for the Company and performance goals established for the Company and for the executive officer, and (iii) stock-based benefit plans that are designed to strengthen the mutuality of interests between the executive officer and the Company's stockholders. The 2004 Executive Bonus Plan is designed to meet the second of these three elements, and bonuses to be awarded under the Plan by the Compensation Committee are based on objective and subjective standards. In awarding executive bonuses, the Compensation Committee considers the Company's success in achieving specific financial goals and objectives, including earnings growth, and each executive's success in achieving certain individual goals and objectives. The Compensation Committee has the authority to award additional bonuses based on its evaluation of an executive's performance during a year. Plan Summary. The Plan is designed to reward executives on a graduated scale for annual performance by the Company that is above and beyond reasonable or normal performance, and the maximum award under the Plan is 95% of base pay for the CEO, 85% of base pay for senior executives, and 45% of base pay for other designated executives. The Plan generally consists of three components--a financial component based on the achievement of specified levels of reported earnings per share (calculated after any bonuses payable are deducted and after certain adjustments for dilution attributable to acquisitions), a component weighted equally between the achievement of specified corporate-wide goals applicable to all executives and specified individual goals tailored to the individual executive, and for all executives other than the CEO, a discretionary component based on the CEO's recommendation to the Compensation Committee. The Plan includes a threshold for EPS growth that must be met before any bonus under the Plan can be paid. Corporate and Individual Objectives. The specific Company-wide and individual goals and objectives 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. EX-99.3 3 a4810457ex993.txt EXHIBIT 99.3 EXHIBIT 99.3 SUMMARY OF AVOCENT CORPORATION 2005 EXECUTIVE BONUS PLAN Plan Background. The Avocent Corporation 2005 Executive Bonus Plan (the "Plan") was adopted by the Compensation Committee of the Board of Directors of Avocent Corporation (the "Company") and is designed to attract and retain qualified key executives critical to the Company's growth and long-term success. The Company's Compensation Committee is comprised of three independent non-employee directors. From time to time, the Company engages independent compensation consultants to advise the Compensation Committee on compensation and benefit matters. It is the objective of the Company's Compensation Committee and the Board of Directors to have a portion of each executive's compensation contingent upon the Company's performance as well as upon the individual's personal performance. Accordingly, each executive officer's compensation package is comprised of three elements: (i) annual base salary, (ii) annual bonus based on the achievement of certain financial targets for the Company and performance goals established for the Company and for the executive officer, and (iii) stock-based benefit plans that are designed to strengthen the mutuality of interests between the executive officer and the Company's stockholders. The 2005 Executive Bonus Plan is designed to meet the second of these three elements, and bonuses to be awarded under the Plan by the Compensation Committee are based on objective and subjective standards. In awarding executive bonuses, the Compensation Committee considers the Company's success in achieving specific financial goals and objectives, including earnings growth, and each executive's success in achieving certain individual goals and objectives. The Compensation Committee has the authority to award additional bonuses based on its evaluation of an executive's performance during a year. Plan Summary. The Plan is designed to reward executives on a graduated scale for annual performance by the Company that is above and beyond reasonable or normal performance, and the maximum award under the Plan is 95% of base pay for the CEO, 85% of base pay for senior executives, and 45% of base pay for other designated executives. The Plan generally consists of three components--a financial component based on the achievement of specified levels of reported earnings per share (calculated after any bonuses payable are deducted and after certain adjustments for dilution attributable to acquisitions), a component weighted equally between the achievement of specified corporate-wide goals applicable to all executives and specified individual goals tailored to the individual executive, and for all executives other than the CEO, a discretionary component based on the CEO's recommendation to the Compensation Committee. The Plan includes a threshold for EPS growth that must be met before any bonus under the Plan can be paid. Corporate and Individual Objectives. The specific Company-wide and individual goals and objectives will be 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. -----END PRIVACY-ENHANCED MESSAGE-----