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) :April 12, 2005
BindView Development Corporation
(Exact name of registrant as specified in charter)
| | | | | |
Texas
(State of Incorporation) | | 000-24677
(Commission File No.) | | 76-0306721
(I.R.S. Employer Identification No.) |
| | | |
5151 San Felipe, 25th Floor
Houston, Texas
(Address of Principal Executive Offices) | |
77056
(Zip Code) |
Registrant’s telephone number, including area code: (713) 561-4000
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 (seeGeneral Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Security 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))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On April 12, 2005, the Compensation Committee approved adjustments in the annual compensation of certain executive officers, to take effect as of April 1, 2005, as follows:
| | | | | | | |
| | | | | | | Annual |
| | | | | | | Bonus |
| | | | | Annual | | Potential at |
| Executive | | Title | | Base Salary | | Target(a) |
| |
| Arshad Matin | | President and Chief Executive Officer | | $265,000 | | 100% |
| |
| Edward L. Pierce | | Executive VP, Chief Financial Officer, and Director | | $240,000 | | 100% |
| |
| Shekar Ayyar | | Senior Vice President, Product Marketing | | $215,000 | | 100% |
| |
| Kevin P. Cohn | | Vice President, Corporate Controller, and Chief Accounting Officer | | $162,000 | | 75% |
(a) Bonus Potential at Target is stated as a percentage of base salary; payment of bonuses is contingent on achievement of certain individual- and/or Company performance targets as set forth in a bonus plan to be approved by the Compensation Committee and a majority of the independent members of the Board.
Item 9.01. Financial Statements and Exhibits.
The exhibits to this report are as follows:
| | | |
Exhibit No. | | Description |
| | | |
| | | |
| 99.1 | | Form of amendment to Executive Employment Agreement |
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.
| | | | | |
| | BindView Development Corporation
| |
| Dated: April 18, 2005 | By: | /s/ EDWARD L. PIERCE | |
| | | Edward L. Pierce, | |
| | | Executive Vice President
and Chief Financial Officer | |
| |
INDEX TO EXHIBITS
We undertake to furnish to any shareholder so requesting a copy of any of the following exhibits upon payment to us of the reasonable costs incurred by us in furnishing any such exhibit.
| | | |
Exhibit No. | | Description |
| | | |
| | | |
| 99.1 | | Form of amendment to Executive Employment Agreement |
