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): July 16, 2009
Intermec,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-13279
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95-4647021
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(State
or other jurisdiction
of
incorporation)
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(Commission
file number)
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(I.R.S.
Employer
Identification
Number)
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6001
36th
Avenue West
Everett,
Washington
www.intermec.com
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98203-1264
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(Address
of principal executive offices and internet site)
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(Zip
Code)
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(425)
265-2400
(Registrant's Telephone
number, including area code)
No
Change
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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On July
30, 2009, Intermec, Inc. (“we,” “our” or “the company”) issued a press release
announcing our preliminary financial results for the second fiscal quarter ended
June 28, 2009. A copy of the press release is furnished as Exhibit
99.1 to this Current Report and is incorporated herein by reference (the “July
30, 2009 Press Release”).
The July
30, 2009 Press Release includes non-GAAP (adjusted) financial measures
for:
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Ÿ
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earnings
(loss) from operations before taxes
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net
(loss) earnings, and
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earnings
(loss) per diluted share.
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The July
30, 2009 Press Release also includes an outlook for third quarter 2009 non-GAAP
(adjusted) earnings (loss) per diluted share. Reconciliations of each of these
non-GAAP financial measures to the most directly comparable GAAP financial
measures are detailed in the Reconciliation of GAAP to non-GAAP Net Earnings
attached to the July 30, 2009 Press Release.
Our
non-GAAP measures should be read in conjunction with the corresponding GAAP
measures. The non-GAAP measures should be considered in addition to,
and not as an alternative or substitute for, the measures prepared in accordance
with generally accepted accounting principles.
We
believe that excluding restructuring charges (principally related to severance
costs in connection with distinct organizational initiatives to reduce costs and
improve operational efficiency) provides supplemental information useful to
investors’ and management’s understanding of the company’s core operating
results, especially when comparing those results on a consistent basis to
results for previous periods and anticipated results for future
periods.
The
foregoing information in this Item 2.02 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
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Regulation
FD Disclosure.
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In the
press release issued on July 30, 2009 and attached to this Current Report as
Exhibit 99.1 (the “July 30, 2009 Press Release”), we announced our outlook for
the third fiscal quarter of 2009 with respect to our anticipated range of
revenues, our anticipated range of GAAP diluted earnings (loss) per share from
continuing operations, and our anticipated range of non-GAAP diluted earnings
(loss) per share from continuing operations excluding restructuring
costs.
Forward-Looking
Statements
Statements
made in this Current Report, our July 30, 2009 Press Release, and any related
statements that express Intermec’s or our management’s intentions, hopes,
indications, beliefs, expectations, guidance, estimates, forecasts or
predictions of the future constitute forward-looking statements, as defined by
the Private Securities Litigation Reform Act of 1995, and relate to matters that
are not historical facts. They include, without limitation, statements
regarding: our cost reduction plans; our view of general economic and market
conditions; and our revenue, expense, earnings or financial outlook for the
third fiscal quarter of 2009 or any current or future period. They
also include statements about our ability to develop, produce, market or sell
our products, either directly or through third parties, reduce expenses, improve
efficiency, realign resources, continue operational improvement and
year-over-year growth, and about the applicability of accounting policies used
in our financial reporting. These statements represent beliefs and expectations
only as of the date they were made. We may elect to update forward-looking
statements but we expressly disclaim any obligation to do so, even if our
beliefs and expectations change. Actual results may differ from those expressed
or implied in our forward-looking statements. Such forward-looking statements
involve and are subject to certain risks and uncertainties. These include, but
are not limited to, risks and uncertainties described more fully
in our reports filed or to be filed with the Securities and Exchange
Commission, including, but not limited to, our annual reports on Form 10-K and
quarterly reports on Form 10-Q.
The
foregoing information in this Item 7.01 is furnished and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended.
1
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Item
8.01
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Other
Events.
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On July
16, 2009, our Board of Directors reduced certain elements of compensation for
non-employee directors by amending (the “Amendment”) the Director Compensation
Program under the Intermec, Inc. 2008 Omnibus Incentive Plan (the
“Program”).
Pursuant
to the Amendment, the compensation of any non-employee director serving as
Chairman of the Board (the “Non-Executive Chairman”) under the Program was
modified effective July 1, 2009, as follows:
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the
annual retainer of the Non-Executive Chairman was reduced from $120,000 to
$80,000;
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the
annual retainer of the Non-Executive Chairman was previously required to
be paid in the form of deferred stock units, but will now be payable in
cash, subject to the right to receive such retainer in stock or to defer
it into cash or stock accounts; and
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the
Non-Executive Chairman now will be eligible to receive the $10,000 annual
retainer for serving as the chairman of the Board’s Governance and
Nominating Committee if he or she is appointed by the Board to this
committee chairmanship.
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Our
current Non-Executive Chairman, Allen J. Lauer, has declined to accept any
retainer for his service as chairman of the Board’s Governance and Nominating
Committee although he is now eligible for such a retainer. Mr. Lauer
will continue to receive his retainer as Non-Executive Chairman in the form of
deferred stock units for the remainder of 2009, in accordance with his previous
election. All non-employee directors are given the opportunity of
electing the form and deferral of director compensation annually before the
beginning of the next calendar year.
Pursuant
to the Amendment, fees paid to non-employee directors for attending regular
meetings of committees of the Board of Directors (“committee meeting fees”) will
be paid only to members of such committees. Previously, committee
meeting fees were payable to any non-employee director whose attendance was
requested at a regular committee meeting.
The
Amendment was approved by our Board of Directors upon the recommendation of its
Governance and Nominating Committee on July 16, 2009. The Board of
Directors ordered that an amended and restated Program document be prepared to
reflect the Amendment and two previous amendments to the Program (the “Amended
and Restated Program”). The Amended and Restated Program is filed
herewith as Exhibit 10.1.
The
reductions of non-employee director compensation described in this Current
Report follow:
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the
reduction by 10% in the cash-denominated retainer and meeting fees of our
non-employee directors for 2009, as disclosed in our Current Report on
Form 8-K dated February 4, 2009;
and
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the
reduction by 25% in the value of the 2009 annual awards of stock options
and restricted deferred stock units made to our non-employee directors, as
disclosed in our Current Report on Form 8-K dated May 26,
2009.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits
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Exhibit
Number
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Description
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| 10.1 |
Director
Compensation Program (as amended and restated as of July 16,
2009)
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| 99.1 |
Press
release issued by Intermec, Inc. on July 30,
2009
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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.
Intermec,
Inc.
(Registrant)
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Date: July
30, 2009
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By: /s/ Robert J.
Driessnack
Robert J. Driessnack
Senior Vice
President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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| 10.1 |
Director
Compensation Program (as amended and restated as of July 16,
2009)
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| 99.1 |
Press
release issued by Intermec, Inc. on July 30,
2009
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