8-K 1 a07-30186_18k.htm 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): November 20, 2007

ActivIdentity Corp.
(Exact Name of Registrant as Specified in Charter)

Delaware

000-50223

450485038

(State or Other Jurisdiction

(Commission

(IRS Employer

Of Incorporation)

File Number)

Identification No.)

 

6623 Dumbarton Circle, Fremont, California

 

94555

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (510) 574-0100

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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    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.

 

Bonus Payments

 

On November 20, 2007, the Compensation Committee of the Board of Directors (the “Committee”) approved the payment of cash bonuses to ActivIdentity Corp.’s (the “Company”) executive officers.  The bonuses were based on individual and overall Company performance in fiscal 2007 and were approved in the following respective amounts:

 

Name

 

Position

 

Bonus Amount

 

Thomas Jahn

 

Chief Executive Officer (former Chief Operating Officer)

 

$

62,500

 

Yves Audebert

 

President and Chief Strategy Officer

 

$

71,250

 

Mark Lustig

 

Chief Financial Officer

 

$

62,500

 

Jason Hart

 

Former Chief Executive Officer

 

$

116,000

 

 

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Annual Equity Awards

 

Also on November 20, 2007 (the “Grant Date”), the Committee approved the grant of (i) restricted stock units (“RSUs”) to the Company’s non-employee directors, which awards vest in equal monthly installments over a one year period from the Grant Date, and (ii) stock options to the Company’s executive officers, which awards vest over four years, with one quarter vesting on the first anniversary of the Grant Date and the remainder of the awards vesting ratably over the next 36 months.  The options granted to the Company’s executive officers have a seven-year term and have an exercise price of $4.12 per share, which is equal to the closing stock price on the Grant Date, as reported on the NASDAQ Global Market.

 

RSU Grants to Non-Employee Directors

 

Name

 

Board Position

 

No. Shares
Underlying
Grant

Richard Kashnow

 

Chairman of the Board

 

15,000

James Frankola

 

Chairman of Audit Committee

 

10,000

Richard White

 

Chairman Compensation Committee

 

10,000

James Ousley

 

Chairman Nominating and Corporate Governance Committee

 

10,000

Jason Hart

 

Director

 

5,000

 

Option Grants to Officers

 

Name

 

Position

 

No. Shares
Underlying
Grant

 

Thomas Jahn

 

Chief Executive Officer

 

200,000

 

Yves Audebert

 

President and Chief Strategy Officer

 

100,000

 

Mark Lustig

 

Chief Financial Officer

 

100,000

 

 

*              *              *

 

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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.

 

 

ActivIdentity Corp.

 

(registrant)

 

 

 

 

 

 

Date: November 27, 2007

By:

/s/ Mark Lustig

 

 

Mark Lustig

 

 

Chief Financial Officer

 

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