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): May 15, 2007
Black Box Corporation
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-18706
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95-3086563 |
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(Commission File Number)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
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| 1000 Park Drive |
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| Lawrence, Pennsylvania
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15055 |
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(Zip Code) |
Registrant’s telephone number, including area code: (724) 746-5500
N/A
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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.
(b) On May 20, 2007, Fred C. Young resigned as Chief Executive Officer (“CEO”) and President
and as a member of the Board of Directors (the “Board”) of Black Box Corporation (the “Company”).
(c) On May 21, 2007, the Board named R. Terry Blakemore, 50, as interim President and CEO and
created the Office of the Chairman to manage the Company consisting of Mr. Blakemore, Michael
McAndrew, Vice President, Chief Financial Officer, Treasurer and
Secretary, Francis W. Wertheimber,
Senior Vice President, and Thomas G. Greig, Chairman of the Board.
Previously, on May 15, 2007, the Board had named Mr. Blakemore a Senior Vice President of the
Company. Prior to becoming a Senior Vice President, Mr. Blakemore served as a manager of business
development and, prior thereto, as a manager of the Company’s voice services business unit. Mr.
Blakemore has been with the Company since 1999.
The Board approved the payment of a bonus of $75,000 to Mr. Blakemore in connection with his
service as interim President and CEO.
(c) and (e) On May 17, 2007 and May 18, 2007, respectively, Messrs. McAndrew and Blakemore,
each of whom is an executive officer of the Company, executed separate, identical agreements with
the Company. The agreements provide for severance payments to the executive officer upon
termination of employment by the Company (other than due to death, disability, retirement or for
cause) or by the executive officer for good reason, in each case within two (2) years following a
change-in-control of the Company. The amount of severance obligation owed generally is an amount
equal to two (2) times the executive’s annual base salary and average incentive bonus received over
the preceding three (3) years plus the amount that would be paid under any existing long-term
incentive plan. In addition, if severance is owed, (i) all stock options held by the executive
which did not immediately vest and/or become exercisable upon the occurrence of a change-in-control
will vest and remain outstanding for their stated term and (ii) the executive will be entitled to
continuation of medical and similar benefits for two (2) years. The agreements also contain
provisions, binding upon the executive officer, relating to non-disclosure of the Company’s
proprietary information, assignment of intellectual property rights to the Company and
non-competition with the Company for a period of five (5) years following termination of employment
with the Company. The term of these agreements is five (5) years with an evergreen renewal on a
one-year basis thereafter, absent notice of nonrenewal six (6) months prior to the renewal date.
Copies of these agreements are filed as exhibits to this report.
(e) On May 15, 2007, the Compensation Committee (the “Committee”) of the Board recommended
that the Board approve, and the Board approved, the payment of a $100,000 bonus to Mr. Wertheimber
based on the operating margin and days sales outstanding (“DSOs”) performance of the business unit
under his management.
Also, on May 15, 2007, the Committee recommended that the Board adopt, and the Board adopted,
an executive incentive bonus plan for the fiscal year ending March 31, 2008.
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The plan goals include reported operating earnings per share and DSOs. A bonus pool will be
created based on reported operating earnings per share. Payout of the bonus pool will be based
upon DSOs at fiscal year end with, on the low end, 75% of the pool payable upon achievement of
approximately 90% of the DSOs target and, on the high end, 100% payout of the pool upon achievement
of 100% of the DSOs target. In addition, payments may be made at the discretion of the Board. The following executive officers of the Company will participate in this plan: Messrs.
Blakemore, McAndrew and Wertheimber. Non-executive personnel also will participate in this plan.
The bonus pool, if paid out, will be shared equally by each individual in the plan.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description |
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10.1
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Agreement by and between Black Box Corporation and Michael McAndrew dated May 15, 2007 and
entered into on May 17, 2007. |
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10.2
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Agreement by and between Black Box Corporation and R. Terry Blakemore dated May 15, 2007 and
entered into on May 18, 2007. |
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99.1
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Press Release dated May 22, 2007. |
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