UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 2007
PERVASIVE SOFTWARE INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-23043 | | 74-2693793 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
12365 Riata Trace Parkway
Building B, Austin, Texas 78727
(Address of principal executive offices, including zip code)
(512) 231-6000
(Registrant’s telephone number, including area code)
(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):
| ¨ | 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. |
Amendment to Forms of Grant Agreements
On July 16, 2007, the Board of Directors of the Company, upon the recommendation of the Compensation Committee of the Board of Directors, approved an amendment to the forms of Notice of Restricted Stock Award and Notice of Grant of Restricted Stock Units used pursuant to the Pervasive Software Inc. 2006 Equity Incentive Plan (the “2006 Plan”) as well as an amendment to the form of Notice of Restricted Stock Award used under the Pervasive Software Inc. 1997 Stock Incentive Plan (the “1997 Plan”).
The terms of the form of Notice of Restricted Stock Award and the form of Notice of Grant of Restricted Stock Units under the 2006 Plan originally provided that (i) upon a change in control, an additional number of shares of restricted stock held by the participant will be vested as if the participant had provided an additional twelve months of service to the Company, and (ii) all the shares of restricted stock held by the participant will vest immediately in the event such participant’s involuntary termination within 12 months following a change of control.
As amended the form of Notice of Restricted Stock Award and the form of Notice of Grant of Restricted Stock Units under the 2006 Plan provide that clause (ii) above is revised so that all the shares of restricted stock held by the participant will vest immediately in the event such participant’s involuntary termination at any point following a change of control.
The terms of the form of Notice of Restricted Stock Award under the 1997 Plan provided that in the event a participant’s involuntary termination occurred after a change of control, such participant would receive additional shares measured in six month increments from the date of such involuntary termination. As amended the form provides that all shares of restricted stock will vest in full upon such participant’s involuntary termination following a change of control.
The Board of Directors of the Company, upon the recommendation of the Compensation Committee of the Board, approved the amendment of all previously issued awards and grants using the forms described above, including one grant previously issued to Mr. John Farr, the Company’s Chief Executive Officer and two grants previously issued to Mr. Randy Jonkers, the Company’s Chief Financial Officer.
The description of the form of Notice of Restricted Stock Award (under the 2006 Plan), the form of Notice of Grant of Restricted Stock Units (under the 2006 Plan) and the form of Notice of Restricted Stock Award (under the 1997 Plan) set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Notice of Restricted Stock Award (under the 2006 Plan) attached hereto as Exhibit 99.1, the full text of the form of Notice of Grant of Restricted Stock Units (under the 2006 Plan)
attached hereto as Exhibit 99.2, and the full text of the form of Notice of Restricted Stock Award (under the 1997 Plan) attached hereto as Exhibit 99.3, all of which are incorporated herein by reference in their entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | Form of Notice of Restricted Stock Award for the Pervasive Software Inc. 2006 Equity Incentive Plan |
| |
| 99.2 | | Form of Notice of Grant of Restricted Stock Units for the Pervasive Software Inc. 2006 Equity Incentive Plan |
| |
| 99.3 | | Form of Notice of Restricted Stock Award Agreement for the Pervasive Software Inc. 1997 Stock Incentive Plan |
SIGNATURE
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.
| | |
| | PERVASIVE SOFTWARE INC. |
| |
| By: | | /s/ John Farr |
| | John Farr |
| | President and Chief Executive Officer |
Date:July 17, 2007
EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| |
| 99.1 | | Form of Notice of Restricted Stock Award for the Pervasive Software Inc. 2006 Equity Incentive Plan |
| |
| 99.2 | | Form of Notice of Grant of Restricted Stock Units for the Pervasive Software Inc. 2006 Equity Incentive Plan |
| |
| 99.3 | | Form of Notice of Restricted Stock Award for the Pervasive Software Inc. 1997 Stock Incentive Plan |
