-----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, MoVhMeRQXtE39mLzSCoz5LMTB9fxGIhLDPnRHDoa3ClD1SI9QW4Fn30ZOBKeUzKI CtVTfUBYhcxpVrdnlY6wnQ== 0001193125-07-119012.txt : 20070521 0001193125-07-119012.hdr.sgml : 20070521 20070518215109 ACCESSION NUMBER: 0001193125-07-119012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070515 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20070521 DATE AS OF CHANGE: 20070518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Comverge, Inc. CENTRAL INDEX KEY: 0001372664 STANDARD INDUSTRIAL CLASSIFICATION: AUTO CONTROLS FOR REGULATING RESIDENTIAL & COMML ENVIRONMENT [3822] IRS NUMBER: 223543611 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33399 FILM NUMBER: 07866229 BUSINESS ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 BUSINESS PHONE: 770-696-7660 MAIL ADDRESS: STREET 1: 3950 SHACKLEFORD ROAD STREET 2: SUITE 400 CITY: DULUTH STATE: GA ZIP: 30096 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 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest reported event): May 15, 2007

Commission File No. 001-33399

 


COMVERGE, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   22-3543611

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)

120 Eagle Rock Avenue, Suite 190

East Hanover, New Jersey 07936

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: (973) 884-5970

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 May 15, 2007, in respect of the administration of three (3) named executive officers’ 2006 Bonus Plans, the Compensation Committee of the Board of Directors of Comverge, Inc., (the “Company”) in accordance with the authority granted it by the Board of Directors, exercised its discretion to waive a condition that the closing of its initial public offering must occur prior to March 31, 2007, in order for certain multipliers to be applied to amounts earned as non-equity incentives for the year ended December 31, 2006. As a result of the waiver of this condition, additional bonuses shall be paid to Robert M. Chiste, Michael D. Picchi, and T. Wayne Wren, in the following amounts, $117,810, $390, and $2,190, respectively. The bonus multiplier is further described in the Company’s Registration Statement on Form S-1 (File No. 333-137813) (the “Registration Statement”) under “Management – Executive Officer Compensation – Compensation Discussion and Analysis – 2006 Bonus Plan.” The following table summarizes the additional bonus amounts payable to Messrs. Chiste, Picchi, and Wren.

 

Name and Principal Position

   Year    IPO Multiplier,
Non-Equity
Incentive Plan
Compensation
    Total Non-Equity
Incentive Plan
Compensation
($) (1)
   Total Revised
Summary
Compensation
for Fiscal Year
2006 ($) (2)

Robert M. Chiste
Chairman of the Board, Chief Executive Officer and President

   2006    $ 117,810 (3)   $ 216,493    $ 1,003,823

Michael D. Picchi
Executive Vice-President and Chief Financial Officer

   2006    $ 390 (4)   $ 5,991    $ 210,284

T. Wayne Wren
Executive Vice-President and General Counsel

   2006    $ 2,190 (5)   $ 8,916    $ 243,861

 

(1) Amounts reflected in this column are the sum of the IPO Multiplier, Non-Equity Incentive Plan Compensation and the Non-Equity Plan Compensation amounts for such individual as disclosed in the Summary Compensation Table for Fiscal Year 2006 in the Company’s Registration Statement.

 

(2) Amounts reflected in this column are the sum of the IPO Multiplier, Non-Equity Incentive Plan Compensation and the Total amount for such individual as disclosed in the Summary Compensation Table for Fiscal Year 2006 in the Company’s Registration Statement.

 

(3) Reflects the IPO multiplier amount of 200% of the earned amount under Mr. Chiste’s 2006 Bonus Plan less the earned amount previously paid.

 

(4) Reflects the IPO multiplier amount of 150% of earned amount under Mr. Picchi’s 2006 Bonus Plan less the earned amount previously paid.

 

(5) Reflects the IPO multiplier amount of 150% of earned amount under Mr. Wren’s 2006 Bonus Plan less the earned amount previously paid.

 


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.

 

COMVERGE, INC.
By:   /s/ Michael Picchi

Name:

Title:

 

Michael Picchi

Chief Financial Officer

Dated: May 18, 2007

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