-----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, SQe+65zln6RGu1G9xzYacYjyrLucLfpZksv4F2JedRzT/EoJxlW6tCWtyy84TDxy zFcJc9dlA54bW6lmnxXu5Q== 0001181431-06-058235.txt : 20061016 0001181431-06-058235.hdr.sgml : 20061016 20061016200909 ACCESSION NUMBER: 0001181431-06-058235 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061012 FILED AS OF DATE: 20061016 DATE AS OF CHANGE: 20061016 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FILENET CORP CENTRAL INDEX KEY: 0000706015 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 953757924 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3565 HARBOR BLVD CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 7149663400 MAIL ADDRESS: STREET 1: 3565 HARBOR BLVD CITY: COSTA MESA STATE: CA ZIP: 926261420 FORMER COMPANY: FORMER CONFORMED NAME: FILEX CORP DATE OF NAME CHANGE: 19830915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POINDEXTER L KIM CENTRAL INDEX KEY: 0001313279 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15997 FILM NUMBER: 061147354 BUSINESS ADDRESS: BUSINESS PHONE: 7143277673 MAIL ADDRESS: STREET 1: 3565 HARBOR BOULEVARD CITY: COSTA MESA STATE: CA ZIP: 92626 4 1 rrd133247.xml FORM 4 - K. POINDEXTER X0202 4 2006-10-12 1 0000706015 FILENET CORP FILE 0001313279 POINDEXTER L KIM 3565 HARBOR BOULEVARD COSTA MESA CA 92626-1402 0 1 0 0 Sr. VP of Development Common Stock 2006-10-12 4 D 0 7500 35.00 D 0 D Common Stock 2006-10-12 4 D 0 5000 D 0 D Stock Option (right to buy) 21.38 2006-10-12 4 D 0 7500 13.620 D 2010-06-02 Common Stock 7500 0 D Stock Option (right to buy) 23.47 2006-10-12 4 D 0 6000 11.53 D 2011-01-02 Common Stock 6000 0 D Stock Option (right to buy) 12.475 2006-10-12 4 D 0 3750 22.525 D 2013-01-02 Common Stock 3750 0 D Stock Option (right to buy) 12.475 2006-10-12 4 D 0 750 22.525 D 2013-01-02 Common Stock 750 0 D Stock Option (right to buy) 28.185 2006-10-12 4 D 0 5167 6.815 D 2014-02-25 Common Stock 750 0 D Stock Option (right to buy) 28.185 2006-10-12 4 D 0 2833 6.815 D 2014-02-25 Common Stock 2833 0 D Stock Option (right to buy) 27.135 2006-10-12 4 D 0 5833 7.865 D 2014-06-01 Common Stock 5833 0 D Stock Option (right to buy) 27.135 2006-10-12 4 D 0 4167 7.865 D 2014-06-01 Common Stock 4167 0 D Stock Option (right to buy) 26.64 2006-10-12 4 D 0 21875 8.36 D 2014-12-15 Common Stock 21875 0 D Stock Option (right to buy) 26.64 2006-10-12 4 D 0 28125 8.36 D 2014-12-15 Common Stock 28125 0 D Restricted Stock Units 2006-10-12 4 D 0 105000 D Common Stock 105000 0 D Disposed of pursuant to the merger agreement (the "Merger Agreement") among the Issuer, International Business Machines Corporation ("IBM") and Nassau Acquisition Corp., a wholly-owned subsidiary of IBM (the "Merger"), which provides for the cancellation of shares of Common Stock of the Issuer in exchange for $35.00 per share (the "Merger Consideration"). Includes 5,000 shares of unvested restricted stock. Represents shares of unvested restricted stock converted in the Merger into a cash retention program at IBM in the aggregate amount payable of $175,000, subject to satisfaction of certain vesting conditions. The retention payments will be made in 2006, 2007 and 2008. This option, which provided for vesting in installments of 25% on June 1, 2001 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on January 1, 2002 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on January 2, 2004 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on January 2, 2004 and as to 1/36 of the total grant amount each month thereafter, was disposed of pursuant to the Merger Agreement into options to acquire 317 shares of common stock of IBM at a per share exercise price of $29.42. This option, which provided for vesting in installments of 25% on February 25, 2005 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on February 25, 2005 and as to 1/36 of the total grant amount each month thereafter, was disposed of pursuant to the Merger Agreement into options to acquire 1,200 shares of common stock of IBM at a per share exercise price of $66.49. This option, which provided for vesting in installments of 25% on June 1, 2005 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on June 1, 2004 and as to 1/36 of the total grant amount each month thereafter, was disposed of pursuant to the Merger Agreement into options to acquire 1,765 shares of common stock of IBM at a per share exercise price of $64.01. This option, which provided for vesting in installments of 25% on December 15, 2005 and as to 1/36 of the total grant amount each month thereafter, was converted pursuant to the Merger Agreement in exchange for the per share Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting in installments of 25% on December 15, 2005 and as to 1/36 of the total grant amount each month thereafter, was disposed of pursuant to the Merger Agreement into options to acquire 11,921 shares of common stock of IBM at a per share exercise price of $62.84. Each RSU represents a right to receive one (1) share of Issuer's Common Stock. The RSUs originally vested based upon targeted financial performance goals subject to partial acceleration upon change of control. Pursuant to the Merger, 50% of the RSUs, representing 52,500 shares, will accelerate vesting and be cashed out for the Merger Consideration totaling $1,837,500. The remaining 50% of the RSUs, representing 52,500 shares, will be converted into IBM RSUs representing 22,255 shares of Common Stock of IBM. Sam M. Auriemma, Attorney-in-Fact for L. Kim Poindexter 2006-10-16 -----END PRIVACY-ENHANCED MESSAGE-----