-----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, HtbL3g3wEvVlfqTv8rKorysiy/CTeZB69XX5uyKVp3Kkyyz1ECpunN/xpF8fjCiK XX5OVNnbZSYZe5UfQpbVRw== 0001181431-06-058284.txt : 20061016 0001181431-06-058284.hdr.sgml : 20061016 20061016212231 ACCESSION NUMBER: 0001181431-06-058284 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: SAVAGE JOHN C CENTRAL INDEX KEY: 0001169919 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15997 FILM NUMBER: 061147415 BUSINESS ADDRESS: STREET 1: 3565 HARBOR BOULEVARD CITY: COSTA MESA STATE: CA ZIP: 92626-1420 BUSINESS PHONE: 7143277673 4 1 rrd132868.xml JOHN SAVAGE POST CLOSING FORM 4 X0202 4 2006-10-12 1 0000706015 FILENET CORP FILE 0001169919 SAVAGE JOHN C C/O FILENET CORPORATION 3565 HARBOR BOULEVARD COSTA MESA CA 92626-1420 1 0 0 0 Common Stock 2006-10-12 4 D 0 8564 35.00 D 0 D Stock Option 28.74 2006-10-12 4 D 0 44000 6.26 D 2008-05-15 Common Stock 44000 0 D Stock Option 25.00 2006-10-12 4 D 0 7000 10.00 D 2010-05-18 Common Stock 7000 0 D Stock Option 14.39 2006-10-12 4 D 0 7000 20.61 D 2011-05-16 Common Stock 7000 0 D Stock Option 16.14 2006-10-12 4 D 0 7000 18.86 D 2012-05-22 Common Stock 7000 0 D Stock Option 15.675 2006-10-12 4 D 0 7000 19.325 D 2013-05-07 Common Stock 7000 0 D Stock Option 27.765 2006-10-12 4 D 0 10000 7.235 D 2014-05-07 Common Stock 10000 0 D Stock Option 26.66 2006-10-12 4 D 0 10000 8.34 D 2015-05-05 Common Stock 10000 0 D Deferred Stock Units 2006-10-12 4 D 0 4000 35.00 D Common Stock 4000 0 D This option, which provided for vesting 25% on each of May 15, 1999, 2000, 2001 and 2002 was canceled in the merger acquisition (the "Merger") of Issuer by International Business Machines Corporation ("IBM"), for a cash payment representing the difference between the exercise price of the option and the Merger consideration of $35.00 per share. This option, which provided for vesting 25% on each of May 18, 2001, 2002, 2003 and 2004, was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting 25% on each of May 16, 2002, 2003, 2004 and 2005, was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting 25% on each of May 22, 2003, 2004 2005 and 2006, was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting 25% on each of May 7, 2004, 2005, 2006, and 2007 was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting 25% on each of May 7, 2005, 2006, 2007 and 2008 was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. This option, which provided for vesting 25% on each of May 5, 2006, 2007, 2008 and 2009 was cashed out in the Merger for a cash payment of the Merger Consideration, less the applicable per share exercise price. The Deferred Stock Units convert on a one-for-one basis into common stock. The underlying shares of common stock were distributable on or about 120 days following the reporting person's termination from service on the Board. All Deferred Stock Units were cashed out for a per share price of $35.00 at the acquisition of issuer by IBM. 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"). Sam M. Auriemma, Attorney-in-Fact for John Savage 2006-10-16 -----END PRIVACY-ENHANCED MESSAGE-----