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): May 16, 2006
DITECH NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 000-26209 | | 94-2935531 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification
No.) |
825 E. Middlefield Road
Mountain View, Ca. 94043
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 623-1300
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))
Item 1.01. Entry into a Material Definitive Agreement.
Executive Officer Fiscal 2006 Bonuses
On May 16, 2006, the Compensation Committee of the Board of Directors of Ditech Networks, Inc. established the bonuses for the following executive officers of Ditech Networks for services performed in fiscal 2006 as follows:
Name | | Title | | Bonus | |
Timothy K. Montgomery | | Chief Executive Officer and President | | $ | 84,000 | |
Lowell Trangsrud | | Executive Vice President and Chief Operating Officer | | $ | 27,000 | |
William J. Tamblyn | | Executive Vice President and Chief Financial Officer | | $ | 28,000 | |
Lee House | | Vice President of Engineering, Voice Communications and Echo Cancellation Products | | $ | 16,000 | |
Chalan Aras | | Vice President of Marketing | | $ | 17,000 | |
Executive Officer Fiscal 2007 Compensation
On May 16, 2006, the Compensation Committee of the Board of Directors of Ditech Networks, Inc. established the cash compensation for the executive officers of Ditech Networks for fiscal 2007 as follows:
Name | | Title | | Salary | | Bonus at
Target Level | |
Timothy K. Montgomery | | Chief Executive Officer and President | | $ | 375,000 | | $ | 375,000 | |
Lowell Trangsrud | | Executive Vice President and Chief Operating Officer | | $ | 250,000 | | $ | 150,000 | |
William J. Tamblyn | | Executive Vice President and Chief Financial Officer | | $ | 250,000 | | $ | 150,000 | |
Lee House | | Vice President of Engineering, Voice Communications and Echo Cancellation Products | | $ | 220,000 | | $ | 88,000 | |
Chalan Aras | | Vice President of Marketing | | $ | 210,000 | | $ | 94,500 | |
Gary Testa | | Vice President of Worldwide Sales | | $ | 220,000 | | | ** |
** Per employment contract, as previously disclosed.
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The proportion or multiple of target bonus actually paid will be determined based on predetermined performance targets of Ditech’s fiscal 2007 revenue and operating profit, as well as individual objectives and a small portion determined by the Chief Executive Officer (by the Compensation Committee in the case of Mr. Montgomery), which collectively establish performance. Each component of the target performance is assigned a specific weighting. If performance is reached at the target level, the target bonus will be paid with respect to that performance metric. Bonuses will be adjusted up or down from the target bonus if performance is above or below the performance targets; provided, however, that (1) no bonus will be paid relating to revenue and operating profit if less than 80% of the performance target for that metric is reached, (2) no more than the target level bonus will be paid with respect to the revenue component if the target level of operating profit is not met, and (3) no more than twice the target bonus will be paid.
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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, thereunto duly authorized.
| DITECH NETWORKS, INC. |
| |
| |
Dated: May 18, 2006 | By: | /s/ William J. Tamblyn |
| | William J. Tamblyn |
| | Executive Vice President and Chief |
| | Financial Officer |
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