-----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, UiuWK9oyZ0btvoPcaNmyEAU2CX0up6IN6f+8nSxtIC/2nYKQuHyA/kq2Z3WNjl3N xL92DFmvly7APB9q8Wkx7w== 0001157523-05-004152.txt : 20050503 0001157523-05-004152.hdr.sgml : 20050503 20050503080017 ACCESSION NUMBER: 0001157523-05-004152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050503 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 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: 05792760 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 a4878849.txt AVOCENT CORPORATION 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) May 3, 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 May 3, 2005, Avocent Corporation publicly disseminated a press release announcing that its Board of Directors has approved plans (i) to accelerate the vesting of all currently underwater stock options awarded under the Company's stock option plans that would otherwise be unvested on December 31, 2005 and (ii) to phase out the Company's Employee Stock Purchase Plan by December 31, 2005. The information contained in the press release is incorporated herein by reference and filed as Exhibit 99.8 hereto. Item 7.01 Regulation FD Disclosure. On May 3, 2005, Avocent Corporation publicly disseminated a press release announcing that its Board of Directors has approved the repurchase of an additional two millions shares of its common stock under a stock repurchase program approved in November 2004. The information contained in the press release is incorporated herein by reference and furnished as Exhibit 99.9 hereto. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit Number Description of Exhibit -------------- ---------------------- 99.8 Press release issued May 3, 2005 99.9 Press release issued May 3, 2005 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: May 3, 2005 By: /s/ Samuel F. Saracino ----------------------------------------------- Samuel F. Saracino Executive Vice President of Legal and Corporate Affairs, General Counsel, and Secretary EXHIBIT INDEX ------------- Exhibit Description - ------- ----------- 99.8 Press release issued May 3, 2005 99.9 Press release issued May 3, 2005 EX-99.8 2 a4878849ex998.txt AVOCENT CORPORATION EXHIBIT 99.8 Exhibit 99.8 Avocent Corporation to Accelerate Vesting of Stock Options; Expects Reduction in Future Compensation Expense HUNTSVILLE, Ala.--(BUSINESS WIRE)--May 3, 2005--Avocent Corporation (NASDAQ: AVCT) today announced that its Board of Directors approved a plan to accelerate vesting of all currently underwater outstanding stock options awarded under the company's stock option plans that would otherwise be unvested on December 31, 2005. The Company estimates that it will avoid future expense of approximately $13 million related to accelerating the options. "We expect the acceleration of Avocent's outstanding stock options to reduce compensation expense that might be recorded in future periods following the adoption of SFAS 123(R) on January 1, 2006," stated John R. Cooper, Chairman and Chief Executive Officer of Avocent. "Upon adoption, SFAS 123(R) requires that compensation expense associated with stock options be recognized in the income statement rather than as a footnote disclosure. We estimate Avocent will save approximately $13 million in future compensation expense based on our plan to accelerate the vesting of stock options at this time." "As an additional benefit," continued Mr. Cooper, "since these unvested options are currently underwater, they are not currently achieving their desired employee motivation and retention objectives. Accordingly, we believe this acceleration action will boost employee morale and retention." The Company typically issues options that vest over three to four years. As a result of the Board's action, unvested stock options to purchase approximately 1.1 million shares of the Company's common stock will become exercisable effective on December 25, 2005. The exercise prices of the affected stock options range from $25.17 to $41.57 per share. The closing price of Avocent's common stock on April 29, 2005, the date of the Board's action, was $25.14. Avocent's Board also approved a plan to phase out its Employee Stock Purchase Plan by December 31, 2005, to further reduce future equity-based compensation expense following the adoption of SFAS 123(R). About Avocent Corporation Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers and financial institutions worldwide. Branded products include switching, extension, intelligent platform management interface (IPMI), remote access and video display solutions. Additional information is available at: www.avocent.com. Forward-Looking Statements This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding the expected future expense related to equity-based compensation to employees and employee morale and retention. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with reliance on a limited number of customers, component suppliers, and single source components, risks associated with acquisitions, risks associated with product design efforts and the introduction of new products and technologies, and risks associated with obtaining and protecting intellectual property rights. Other factors that could cause operating and financial results to differ are described in Avocent's annual report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2005. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof. CONTACT: Avocent Corporation, Huntsville Dusty Pritchett, 256-217-1300 EX-99.9 3 a4878849ex999.txt AVOCENT CORPORATION EXHIBIT 99.9 Exhibit 99.9 Avocent Board Authorizes Repurchase of Additional Two Million Shares HUNTSVILLE, Ala.--(BUSINESS WIRE)--May 3, 2005--Avocent Corporation (NASDAQ: AVCT) today announced that its Board of Directors has approved the repurchase of an additional 2 million shares of its common stock under a stock repurchase program approved in November 2004. A total of 4 million shares has now been approved for repurchase, and the Company announced that it has purchased approximately 1.1 million shares under the program. The stock purchases may be made from time-to-time in the open market, in privately negotiated transactions, or otherwise, at prices that the Company deems appropriate. "The Board's decision to authorize an additional 2 million shares under our stock repurchase program reflects purchases to date, highlights our optimism for Avocent's continued growth, and underscores our strong financial position," stated John R. Cooper, the chairman and chief executive officer of Avocent Corporation. "The decision also reflects our belief that we can take advantage of the opportunity to purchase our stock at attractive prices while continuing to invest in the future growth of Avocent. We have excellent cash flow, no debt, and over $300 million in cash, cash equivalents and investments. "We see the purchase of Avocent's stock as a solid investment for our shareholders and an opportunity to leverage our cash position to improve our earnings per share. We also remain committed to investing in our operations, research and new product development, as well as continuing to make selective acquisitions to expand into complementary markets and expand our portfolio of products," concluded Mr. Cooper. About Avocent Corporation Avocent Corporation is the leading supplier of connectivity solutions for enterprise data centers, service providers and financial institutions worldwide. Branded products include switching, extension, intelligent platform management interface (IPMI), remote access and video display solutions. Additional information is available at: www.avocent.com. Forward-Looking Statements This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding the purchase of Avocent shares, the impact on earnings per share, future growth and acquisitions, investment in research, and expansion of markets and products. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with general economic conditions, risks attributable to future product demand, sales, and expenses, risks associated with product design efforts and the introduction of new products and technologies, and risks associated with obtaining and protecting intellectual property rights. Other factors that could cause operating and financial results to differ are described in Avocent's annual report on Form 10-K filed with the Securities and Exchange Commission on March 14, 2005. Other risks may be detailed from time to time in reports to be filed with the SEC. Avocent does not undertake any obligation to publicly update its forward-looking statements based on events or circumstances after the date hereof. CONTACT: Avocent Corporation Dusty Pritchett, 256-217-1300 -----END PRIVACY-ENHANCED MESSAGE-----