-----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, C/SGZTmnFJvwnffEJv5Je5qa7T9SYNBcB5rFVZ8VTx7q9wHpC0yeWuQ9NtAT3RZA gol9TFN/aQjg05WZkUUMrw== 0001193125-08-203927.txt : 20080930 0001193125-08-203927.hdr.sgml : 20080930 20080930160136 ACCESSION NUMBER: 0001193125-08-203927 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080924 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080930 DATE AS OF CHANGE: 20080930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ModusLink Global Solutions Inc CENTRAL INDEX KEY: 0000914712 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 042921333 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23262 FILM NUMBER: 081097357 BUSINESS ADDRESS: STREET 1: 1100 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-663-5001 MAIL ADDRESS: STREET 1: 1100 WINTER STREET STREET 2: SUITE 4600 CITY: WALTHAM STATE: MA ZIP: 02451 FORMER COMPANY: FORMER CONFORMED NAME: CMGI INC DATE OF NAME CHANGE: 19990108 FORMER COMPANY: FORMER CONFORMED NAME: CMG INFORMATION SERVICES INC DATE OF NAME CHANGE: 19981007 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 event reported): September 24, 2008

 

 

MODUSLINK GLOBAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-23262   04-2921333

(State or other jurisdiction

of incorporation)

  (Commission File No.)  

(IRS Employer

Identification No.)

 

1100 Winter Street

Waltham, Massachusetts

  02451
(Address of principal executive offices)   (Zip Code)

(781) 663-5001

(Registrant’s telephone number, including area code)

CMGI, Inc.

(Former name or former address, if changed since last report)

 

 

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.

(e)

Bonus Targets.

On September 24, 2008, the Human Resources and Compensation Committee (the “Committee”) of the Board of Directors of ModusLink Global Solutions, Inc. (the “Corporation”) approved the bonus targets, as a percentage of base salary, for fiscal year 2009 for the executive officers named in the table below:

 

Name

   Bonus Target %  

Joseph C. Lawler

   125 %

Steven G. Crane

   70 %

Peter L. Gray

   60 %

Mark J. Kelly

   60 %

William R. McLennan

   80 %

David J. Riley

   50 %

Scott D. Smith

   80 %

Performance-Based Restricted Stock Bonus Plan.

The Committee also established the ModusLink FY2009 Performance-Based Restricted Stock Bonus Plan, for the issuance of performance-based restricted shares of the Corporation’s common stock to each of the Corporation’s executive officers (other than Mr. Lawler, who is not a participant in the performance-based restricted stock bonus plan) and other senior executives. The award of restricted shares of common stock under this plan is contingent upon the Corporation’s achievement of a certain level of Non-GAAP Operating Income for fiscal 2009 and would be made, if at all, on the third business day following the day the Corporation publicly releases its financial results for the fiscal year ending July 31, 2009. Any awards of restricted shares under this bonus plan would vest in three equal installments, on the first, second and third anniversaries of the grant date provided the recipient remains employed by the Corporation, or a subsidiary of the Corporation, on each such vesting date. The award which would be made if the performance criteria are met, for each executive officer, is set forth below:

 

Name

   Shares

Steven G. Crane

   9,000

Peter L. Gray

   9,000

Mark J. Kelly

   9,000

William R. McLennan

   15,000

David J. Riley

   9,000

Scott D. Smith

   15,000

The foregoing description is subject to, and qualified in its entirety by, the Summary of ModusLink FY2009 Performance-Based Restricted Stock Bonus Plan filed as an exhibit hereto, which exhibit is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The exhibit listed in the Exhibit Index below is filed with this report.


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.

 

  ModusLink Global Solutions, Inc.
Date: September 30, 2008   By:  

/s/ Steven G. Crane

    Steven G. Crane
    Chief Financial Officer


EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1   Summary of ModusLink FY2009 Performance-Based Restricted Stock Bonus Plan
EX-10.1 2 dex101.htm SUMMARY OF MODUSLINK FY2009 PERFORMANCE-BASED RESTRICTED STOCK BONUS PLAN Summary of ModusLink FY2009 Performance-Based Restricted Stock Bonus Plan

Exhibit 10.1

MODUSLINK GLOBAL SOLUTIONS, INC.

SUMMARY OF FY2009 PERFORMANCE-BASED RESTRICTED STOCK BONUS PLAN

On September 24, 2008, the Human Resources and Compensation Committee of the Board of Directors of ModusLink Global Solutions, Inc. established a performance-based restricted stock bonus plan pursuant to which grants of restricted shares of ModusLink Global Solutions common stock may be made to certain executive officers of ModusLink Global Solutions (as defined by Section 16 of the Securities Exchange Act of 1934, as amended) (other than Joseph C. Lawler, ModusLink Global Solutions’ Chairman, President and Chief Executive Officer).

Subject to the achievement of a pre-determined level of Non-GAAP Operating Income in fiscal year 2009, the executive officers would receive restricted shares of ModusLink Global Solutions common stock as follows:

 

Name

   Shares

Steven G. Crane

   9,000 shares

Peter L. Gray

   9,000 shares

Mark J. Kelly

   9,000 shares

William R. McLennan

   15,000 shares

David J. Riley

   9,000 shares

Scott D. Smith

   15,000 shares

The issuance of the restricted shares of ModusLink Global Solutions common stock would be made, if at all, on the third business day following the day ModusLink Global Solutions publicly releases its financial results for the fiscal year ending July 31, 2009. Any awards under this bonus plan would vest in three equal installments, on the first, second and third anniversaries of the grant date provided the recipient remains employed by the Corporation, or a subsidiary of the Corporation, on each such vesting date.

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