-----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, O1XIDJVylKbogXBtPw8Rrb5hNHGwqhTwq0P2JuNmwvYC2T1m53x5x7a+B2B55T4h O+vQ+fkgsKqOEjn80+AKNQ== 0000897069-05-001460.txt : 20050611 0000897069-05-001460.hdr.sgml : 20050611 20050610164335 ACCESSION NUMBER: 0000897069-05-001460 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050608 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050610 DATE AS OF CHANGE: 20050610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXWELL TECHNOLOGIES INC CENTRAL INDEX KEY: 0000319815 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 952390133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15477 FILM NUMBER: 05890417 BUSINESS ADDRESS: STREET 1: 8888 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 BUSINESS PHONE: 8582795100 MAIL ADDRESS: STREET 1: 8888 BALBOA AVENUE CITY: SAN DIEGO STATE: CA ZIP: 92123 FORMER COMPANY: FORMER CONFORMED NAME: MAXWELL LABORATORIES INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 cmw1491.htm CURRENT REPORT

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)

June 8, 2005

_________________

MAXWELL TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

Delaware 1-15477 95-2390133
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)

9244 Balboa Avenue  
San Diego, California 92123
(Address of Principal Executive Offices) (Zip Code)

(858) 503-3300
(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:

[_] 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 June 8, 2005, the Board of Directors (the “Board”) of Maxwell Technologies, Inc. (the “Company”), upon recommendation of the Company’s Compensation Committee, approved a change in the compensation to be paid to directors, members of Board committees and chairpersons of Board committees.

        For the year ended December 31, 2004, each director, other than Messrs. Carlton Eibl and Thomas Ringer, was paid an annual retainer of $17,500 and received an annual grant of options to purchase 3,000 shares of the Company’s Common Stock. Mr. Eibl did not receive any compensation for his service as a director of the Company other than compensation paid under his Transition Services Agreement, and Mr. Ringer received compensation of $6,250 per quarter. In addition, each director received fees of $1,000 for each Board meeting attended in person and $500 for each Board meeting attended by telephone. The Chairman of the Board annually received an additional $7,500. Members of the Company’s Audit Committee received $1,000 for each Audit Committee meeting attended in person or by telephone. The Chairman of the Audit Committee annually received an additional $5,000. Members of the Company’s Nominating Committee and Compensation Committee received $500 for each committee meeting attended in person or by telephone.

        Under the new compensation schedule approved by the Board, each director, other than Dr. Richard Balanson who will not be compensated for Board service, will be paid an annual retainer of $25,000 and receive an annual grant of 5,000 shares of restricted stock pursuant to the Company’s 2005 Omnibus Equity Incentive Plan, as well as fees of $2,000 for each Board meeting attended in person and $1,000 for each Board meeting attended by telephone. The Chairman of the Board will annually receive an additional $15,000. Members of the Company’s Audit Committee will receive $1,500 for each Audit Committee meeting attended in person or by telephone. The Chairman of the Audit Committee will annually receive an additional $5,000. Members of the Company’s Nominating Committee and Compensation Committee will receive $1,000 for each committee meeting attended in person and $750 for each committee meeting attended by telephone. The Chairman of the Nominating Committee and the Chairman of the Compensation Committee will annually receive an additional $3,000 and $5,000, respectively.

Item 9.01.     Financial Statements and Exhibits.

  (a) Not applicable.

  (b) Not applicable.



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  (c) Exhibits. The following exhibits are filed herewith:

Exhibit  
Number Document
   
10.1 Summary of Compensation for Members of the Board of Directors of
Maxwell Technologies, Inc.













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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 hereunto duly authorized.

MAXWELL TECHNOLOGIES, INC.


Date:  June 10, 2005
By:  /s/ David H. Russian
        David H. Russian
        Vice President, Finance, Treasurer,
        Chief Financial Officer and
        Corporate Secretary












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MAXWELL TECHNOLOGIES, INC.

Exhibit Index to Current Report on Form 8-K

Exhibit  
Number Document
   
10.1 Summary of Compensation for Members of the Board of Directors of
Maxwell Technologies, Inc.















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EX-10.1 2 cmw1491a.htm SUMMARY OF COMPENSATION

Exhibit 10.1

Summary of Compensation for Members of the
Board of Directors of Maxwell Technologies, Inc.

Annual Retainer $25,000 

Board Meeting Fee
$2,000 

Board Chair
$15,000 

Board Call
$1,000 

Audit Committee Meeting
$1,500 

All Other Committee Meetings
$1,000 

Audit Committee Meeting Call
$1,500 

All Other Committee Calls
$750 

Audit Chair and Compensation Chair
$5,000 

All Other Chairs
$3,000 

Shares of Restricted Stock
5,000 
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