8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 19, 2012

GT ADVANCED TECHNOLOGIES INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware	001-34133	03-0606749
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

243 Daniel Webster Highway
Merrimack, New Hampshire 03054
(Address of Principal Executive Offices, including  Zip Code)

(603) 883-5200

(Registrant’s Telephone Number, Including Area Code)

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:

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

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

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

oPre-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

Election of Director

Effective March 19, 2011, the Board of Directors of GT Advanced Technologies Inc. (the “Company”) appointed Kathleen A. Cote as a director of the Company.  The appointment was made in order to fill a vacancy existing on the Board of Directors resulting from an increase in the size of the Board from seven to eight members, which increase was made in conjunction with Ms. Cote’s appointment.  Ms. Cote has been appointed to serve until the 2012 Annual Meeting of Stockholders or until her successor is duly appointed and qualified.  The Board of Directors appointed Ms. Cote, who has been determined to be an independent director, upon the recommendation of its Corporate Governance and Nominating Committee.

Ms. Cote served as the Chief Executive Officer of Worldport Communications, Inc., a European provider of Internet managed services, from May 2001 to June 2003. From September 1998 until May 2001, she served as President of Seagrass Partners, a provider of expertise in business planning and strategic development for early stage companies. From November 1996 until January 1998, she served as President and Chief Executive Officer of Computervision Corporation, an international supplier of product development and data management software. She is currently a director of VeriSign, Inc., Western Digital Corporation and formerly served as a director of Asure Software, Inc. (formerly Forgent Networks, Inc.) and 3Com Corporation.

There are no arrangements or understandings between Ms. Cote and any other person pursuant to which she was selected to serve on the Board of Directors, and there are no relationships or transactions in which Ms. Cote has an interest that would require disclosure under Item 404(a) of Regulation S-K.

Effective March 19, 2012, Ms. Cote was also appointed to serve as a member of the Audit Committee.

Pursuant to a letter agreement, consistent with the Company’s standard non-employee director cash compensation arrangements, Ms. Cote will receive annual cash compensation of $40,000 for her service on the Company’s Board of Directors and additional annual cash compensation of $7,500 for her service on the Audit Committee.  A copy of the letter agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

In connection with the election of Ms. Cote to the Board of Directors and in accordance with the Company’s compensation policies with respect to the initial election of a new director, the Compensation Committee of the Board of Directors is expected to authorize a grant to Ms. Cote of restricted stock unit awards (“RSUs”), and such RSU is anticipated to be in an amount equal to $120,000 based on the closing stock price of the Company’s common stock on the date of grant.  One-third of the RSUs will vest on each of the first, second and third anniversary of the date of grant.  The restricted stock unit agreement to be granted to Ms. Cote will provide for accelerated vesting the RSUs as follows: (A) if a Change in Control Termination (as such term is defined in the RSU) occurs on or before the one-year anniversary of the date of grant, one-third of the RSUs shall vest on the date of such Change in Control Termination; (B) if the Change in Control Termination occurs on any date between the first and second anniversary of the date of grant, an additional one-third of the RSUs shall vest on the date of such Change in Control Termination; and (c) if the Change in Control Termination occurs on any date between the second and third anniversary of the date of grant, the remaining one-third of the RSUs shall vest on the date of such Change in Control Termination.  The form of RSU is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.  The foregoing description of the RSUs is qualified in its entirety by reference to the form of RSU attached hereto as Exhibit 99.1.

Ms. Cote will also be eligible to receive a grant of restricted stock unit awards under and in accordance with the Company’s 2011 Equity Incentive Plan, subject to her election to the Board at the 2012 Annual Meeting of Stockholders, in an amount equal to $120,000 based on the closing stock price of the Company’s common stock on that date, and upon the terms of the form of restricted stock unit agreement approved by the Committee on August

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24, 2011, all of which restricted stock units shall vest on the earlier of (i) the day preceding the next annual meeting of stockholders of the Company and (ii) the first anniversary of the date of grant.

Item 9.01              Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated March 12, 2012, by and between the Company and Kathleen A. Cote.
99.1	Form of Restricted Stock Unit Agreement for Non-Employee Directors

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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, thereunto duly authorized.

	GT ADVANCED TECHNOLOGIES INC.
	/s/ HOIL KIM
Date: March 23, 2012	Hoil Kim
	Vice President, Chief Administrative Officer and
	General Counsel

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EX-10.1

Exhibit 10.1

		Worldwide Headquarters
		20 Trafalgar Square
		Nashua, NH 03063
	Phone:		+1 603.883.5200
	Fax:		+1 603.598.0430
			www.gtat.com

March 12, 2012

Ms. Kathleen A. Cote

656 16th Avenue NE

Saint Petersburg, Florida 33705

Dear Kath:

On behalf of GT Advanced Technologies Inc. (“GTAT”), I wish to convey our appreciation for your decision to join the Board of Directors of GTAT.  We are very excited about our growth opportunities, and are pleased that you have decided to help us reach our objectives.

According to its bylaws, the business and affairs of GTAT shall be managed by or under the direction of the Board of Directors.  Our bylaws also state that Directors shall be elected annually and shall hold office until the next annual meeting.

The Board of Directors will meet on a regular basis, approximately four times each year, in addition to the Annual Meeting.  Special meetings may be called periodically by the Chairman of the Board or the President and CEO of GTAT, Thomas Gutierrez. A list of scheduled Board meetings through calendar 2013 and Audit Committee meetings through calendar 2012 are attached as Exhibits A and B, respectively.

Your compensation as a director will be $40,000 per year, payable quarterly in advance.  In addition, you shall be eligible for additional fees in conjunction with your service on committees of the Board of Directors.  A fee schedule outlining the fees for service on the Board and its various committees is attached as Exhibit C.  You shall also be eligible for reimbursement for reasonable and customary food, travel and lodging expenses incurred by you in connection with your service as a member of the Board.

As part of your Board membership, you will receive an initial award of restricted stock units with a value of $120,000 based on the closing price of  GTAT common stock on date of approval by Compensation Committee, one-third of which will vest on each of the first, second and third anniversary of the grant. However, the restricted stock units shall vest for only so long as you serve as a member of the Board.

In addition, you will receive an annual restricted stock unit award valued at $120,000 on the date of the 2012 Annual Meeting of Stockholders (scheduled to be held August 22, 2012), all of which will vest on the earlier of (i) one day prior to the next annual meeting of shareholders, and (ii) the first anniversary of the grant.

Finally, any grants to you shall be subject to the terms of a Restricted Stock Unit Agreement which shall be furnished upon issuance of the grant, which include change in control provisions as outlined in the respective forms of agreement.

In addition, the Company will provide you the customary indemnification under its charter and under a separate indemnification agreement.

We are truly excited about the prospect of your joining our Board.  Please confirm your acceptance by executing the enclosed copies of this letter, and returning via scan/email one copy to GTAT, attention Hoil Kim (hoil.kim@gtat.com).  As always, please feel free to contact me should you wish to discuss any aspect of your service on GTAT’s Board of Directors.

Sincerely,

/s/Matthew E. Massengill

Matthew E. Massengill

Chairman

cc: Hoil Kim

Accepted:

/s/Kathleen A. Cote

Kathleen A. Cote

Date: March 19, 2012

GT Advanced Technologies 243 Daniel Webster Highway Merrimack, NH 03054 Phone: Fax: +1 603.883.5200   +1 603.595.6993 www.gtat.com

EX-99.1

Exhibit 99.1

GT ADVANCED TECHNOLOGIES INC.

RESTRICTED STOCK UNIT AGREEMENT

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of [March     , 2012], by and between GT Advanced Technologies, Inc., a Delaware corporation (the “Company”), and Kathleen A. Cote (“Director”), in accordance with the 2011 Equity Incentive Plan of the Company, as the same may be amended from time to time (the “Plan”).

The Company and Director desire to enter into an agreement pursuant to which the Company shall grant to Director [Number of RSU’s] restricted stock units (the “RSUs”) under the Plan.  Each RSU shall entitle Director to receive from the Company one share of the Company’s common stock, par value $.01 per share (“Common Stock”) for each RSU granted hereunder that becomes vested under the terms described herein and in the Plan.  All of such shares of Common Stock that may hereafter be delivered to Director pursuant to this Agreement are referred to herein as “Director Stock.”  Certain definitions are set forth in Section 7 of this Agreement.

The parties hereto agree as follows:

1.Incorporation by Reference; Plan Document Receipt.  This Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time unless such amendments are expressly intended not to apply to the award provided hereunder), all of which terms and provisions are made a part of and incorporated in this Agreement as if they were expressly set forth herein.  Any capitalized term not defined in this Agreement shall have the same meaning as is ascribed thereto in the Plan.  Director hereby acknowledges receipt of a true copy of the Plan and that Director has read the Plan carefully and fully understands its content.  In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

2.Grant of the RSUs.

(a)The Company hereby grants to Director, as of the date hereof, [Number of RSU’s] RSUs, subject to the terms and conditions hereunder.  Director agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Director with any protection against potential future dilution of Director’s stockholder interest in the Company for any reason.  Director shall not have the rights of a stockholder in respect of the shares of Common Stock underlying these RSUs until such Common Stock is delivered to the Participant in accordance with Section 4.

(b)The grant of the RSUs by the Company is subject to Director’s execution and delivery of the attached Confidentiality Agreement between Director and the Company (or, at the discretion of the Board, a similar agreement containing such terms as the Board, or a duly designated committee thereof, shall determine) (the “Director Confidentiality Agreement”), and

these RSUs and all shares of the Director Stock shall be subject to the terms and conditions of the Director Confidentiality Agreement.

(c)In connection with the receipt of the RSUs and the delivery of any Director Stock hereunder, Director represents and warrants to, and agrees with, the Company that:

(i)The RSUs and the Director Stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the RSUs and the Director Stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws.

(ii)This Agreement constitutes the legal, valid and binding obligation of Director, enforceable in accordance with its terms, and the execution, delivery and performance of this Agreement by Director do not and shall not conflict with, violate or cause a breach of any agreement, contract or instrument to which Director is a party or any judgment, order or decree to which Director is subject.

(iii)Director has not taken any action that constitutes a conflict with, violation or breach of, and the execution and delivery of this Agreement and the other agreements contemplated hereby will not conflict with, violate or cause a breach of, any noncompete, nonsolicitation or confidentiality agreement to which Director is a party or by which Director is bound.  Director agrees to notify the Board of any matter (including, but not limited to, any potential acquisition by the Company) which, to Director’s knowledge, might reasonably be expected to violate or cause a breach of any such agreement.

(iv)Director is a resident of the State of [State of Residence].

(v)Director has been advised and encouraged in writing (via this Agreement) to consult with an attorney and a tax advisor prior to signing this Agreement.

(d)As an inducement to the Company to issue any RSUs to Director, and as a condition thereto, Director acknowledges and agrees that neither the issuance of the RSUs or the delivery of any Director Stock nor any provision contained herein shall entitle Director to a directorship on the Board and/or on the board of directors of the Subsidiaries, or affect the right of the Company to terminate Director’s directorship at any time, with or without cause.

(e)The Company and Director acknowledge and agree that this Agreement has been executed and delivered, the RSUs have been granted and any Director Stock that may be delivered hereunder will be delivered, in connection with and as a part of the compensation and incentive arrangements between the Company and Director.

(f)In connection with the issuance of any Director Stock hereunder, Director hereby agrees and acknowledges that all of the shares of the Director Stock are subject in all respects to the terms of this Agreement.

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3.Vesting.

(a)Except as otherwise provided in this Section 3, the RSUs shall become vested in accordance with the following schedule, if as of each such date Director has continuously served as a director on the Board and/or on the board of directors of the Subsidiaries since the date hereof, such that, subject to the other terms and conditions of this Agreement, all of the RSUs shall be vested on [March     , 2015]:

Date	Portion of RSUs Vested
[March     , 2013]	[1/3 RSU’s]
[March     , 2014]	[1/3 RSU’s]
[March     , 2015]	[1/3 RSU’s]

(b)Except as otherwise provided in this Section 3, if Director’s directorship with the Company and/or its Subsidiaries terminates for any reason (including upon the death or disability of Director prior to the vesting of all or any portion of the RSUs awarded under this Agreement), such unvested portion of the RSUs shall immediately be cancelled and Director (and Director’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such RSUs.

(c)In addition to Sections 3(a)-(b) above, upon a termination of Director’s directorship with the Company that also constitutes a “separation from service” within the meaning of Treas. Reg. § 1.409A-3(i)(5) within twelve months following a “Change in Control,” as defined below, of the Company (the “Change in Control Termination”), the RSUs shall vest as follows: (A) if the Change in Control Termination occurs on or before [March     , 2013], [one-third] RSUs shall vest on the date of the Change in Control Termination; (B) if the Change in Control Termination occurs on any date from [March     , 2013] up to and including [March     , 2014], an additional one-third shall vest; and (c) if the Change in Control Termination occurs on any date from [March     , 2014] up to and including [March     , 2015], the remaining one-third RSUs shall vest.  For purposes of this Agreement, (x) the term “Change in Control” means (i) the consummation of any transaction or series of transactions resulting in a third party (or group of affiliated third parties) owning, directly or indirectly, securities of the Company possessing the voting power to elect a majority of the members of the Board (whether by merger, consolidation or sale or transfer of the Company’s securities) or (ii) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company, whether by sale of assets, merger or otherwise (determined on a consolidated basis) to a third party (or group of affiliated third parties).  Upon the occurrence of a Change in Control Termination in the time period described in either clause (A) or (B) of the first sentence of this Section 3(c), the Board shall be permitted, in its sole discretion, to cause the Company to pay to Director in substitution for the vesting of Director’s RSUs and the delivery of Common Stock to Director under such circumstances and in respect of each share of Common Stock that would otherwise be issuable upon such vesting, cash in an amount per share of Common Stock equal to the price per share payable in the Change in Control in respect of each issued and outstanding share of Common Stock.

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4.Delivery of Common Stock.  Subject to the terms of the Plan, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Director the number of shares of Common Stock equal to the number of the RSUs that so vested; provided that to the extent required by Section 409A of the Code, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Treas. Reg. § 1.409A-1 shall be deferred until the six month anniversary of such separation from service.  In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of such shares of Common Stock.

5.Certificates.  The shares of Director Stock may be in certificated or uncertificated form, as permitted by the Company’s Bylaws.  Prior to any registered public offering of any Common Stock, the Company shall hold each certificate representing the Director Stock (or shall reflect in its records the uncertificated Director Stock as being held by the Company) until such time as such Director Stock is transferred by Director, other than to a trust that at all times remains solely for the exclusive benefit of one or more of Director’s spouse and lineal descendants (whether natural or adopted), in compliance with applicable laws and any agreement imposing restrictions on the transfer of Director Stock.

6.Restructuring Event.  In the event of a stock dividend, stock split or recapitalization or a corporate reorganization in which the Company is a surviving corporation, including without limitation a merger, consolidation, split-up or spin-off or a liquidation or distribution of securities or assets other than cash dividends (a “Restructuring Event”), the number of shares of the Director Stock held by Director may be adjusted by the Board, or a duly designated committee thereof, as it reasonably determines is necessary to reflect such Restructuring Event.

7.Definitions.

“Board” means the Company’s Board of Directors.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations promulgated thereunder.

“Subsidiary” means any corporation of which the Company owns securities having a majority of the ordinary voting power in electing the board of directors directly or through one or more subsidiaries.

8.Notices.  Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated:

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To the Company:

GT Advanced Technologies Inc.
20 Trafalgar Square
Nashua, New Hampshire 03063
Attention: General Counsel

To Director:

Kathleen A. Cote

656 16th Avenue NE

Saint Petersburg, Florida 33705

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.  Any notice under this Agreement shall be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail.

9.General Provisions.

(a)Transferability.  The RSUs shall not be transferable by Director other than by the laws of will or descent.  All provisions of this Agreement shall in any event continue to apply to any RSU transferred as permitted by this Section 9(a), and any transferee shall be bound by all provisions of this Agreement as and to the same extent as Director.  Any transfer or attempted transfer of any RSUs in violation of any provision of this Agreement shall be void, and the Company shall not record such transfer on its books or treat any purported transferee of such RSUs as the owner of such stock for any purpose.

(b)Withholding Taxes.  The Company shall be entitled to withhold from any amounts due and payable by the Company to Director the amount of any federal, state, local or other tax which, in the opinion of the Company, is required to be withheld in connection with the vesting of the RSUs or the delivery of shares of the Director Stock.  To the extent that the amounts available to the Company for such withholding are insufficient, it shall be a condition to the delivery or vesting, as applicable, of such shares of the Director Stock that Director make arrangements satisfactory to the Company for the payment of the balance of such taxes required to be withheld.  The Board, upon the written request of Director, in the Board’s sole discretion and pursuant to such procedures as it may specify from time to time, may permit Director to satisfy all or part of the tax obligations in connection with the vesting of the RSUs or the delivery of the shares of Director Stock by (a) having the Company withhold otherwise deliverable shares, or (b) delivering to the Company already-owned shares, in each case having a Fair Market Value (as defined in the Plan) equal to the amount sufficient to satisfy such tax obligations, provided such shares have been held by Director for at least six months.

(c)Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed,

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construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(d)Complete Agreement.  This Agreement, the Plan, those documents expressly referred to herein and therein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

(e)Counterparts.  This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(f)Successors and Assigns.  Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Director, the Company and their respective successors and assigns (including subsequent permitted holders of the RSUs or the Director Stock); provided that the rights and obligations of Director under this Agreement shall not be assignable except in connection with a permitted transfer of the Director Stock hereunder.

(g)Choice of Law.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits hereto shall be governed by, and construed in accordance with, the internal law, and not the law of conflicts, of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(h)Remedies.  Each of the parties to this Agreement shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorney’s fees) caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that any party shall be entitled to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement.

(i)Amendment and Waiver.  The provisions of this Agreement may be amended and waived only with the prior written consent of the Company and Director.

*      *      *      *

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IN WITNESS WHEREOF, the parties hereto have executed this Restricted Stock Unit Agreement on the date first written above.

GT ADVANCED TECHNOLOGIES INC.
By:	/s/ Hoil Kim
Name: Hoil Kim Title: Vice President, Chief Administrative Officer and General Counsel
/s/ Kathleen A. Cote
Kathleen A. Cote