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): February 16, 2005
SOMERA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-27843 | 77-0521878 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
301 S. Northpoint Drive
Coppell, Texas 75019
(Address of principal executive offices, including zip code)
(972) 304-5660
(Registrant’s telephone number, including area code)
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 1.01 Entry into a Material Definitive Agreement
On February 16, 2005, Somera Communications, Inc. (the “Registrant”) entered into an Employment Agreement with Jay Hilbert, the Registrant’s newly hired Senior Vice President, Marketing and Sales.
The Employment Agreement entered into with Mr. Hilbert provides for the following:
• | Mr. Hilbert shall be an “at-will” employee of the Registrant, serving in the role as Senior Vice President, Marketing and Sales. |
• | Mr. Hilbert’s annual base salary with the Registrant will be $250,000. |
• | Mr. Hilbert will be eligible to receive an annual bonus of up to $200,000 based upon the performance of Mr. Hilbert’s sales and marketing organization, and eligible to participate in the Registrant’s operating income bonus plan up to $62,500. |
• | Mr. Hilbert will be eligible to receive (subject to the approval of the Registrant’s board) a stock option to purchase 375,000 shares of the Registrant’s common stock. |
• | If Mr. Hilbert’s employment with the Registrant terminates other than voluntarily or for “cause,” (and he signs a standard release of claims), then he will be entitled to receive severance pay in the amount of 6 months of his base salary. |
• | If within 12 months following a “change of control” involving the Registrant, Mr. Hilbert terminates his employment as a result of a “constructive termination” or the Registrant or successor company terminates his employment for other than “cause,” death or disability, then 50% of the shares subject to any options granted to him shall vest and become exercisable at such time. |
• | Mr. Hilbert’s right to receive the severance benefits listed above shall be conditioned on his adhering to non-competition and non-solicitation provisions for the 12-month period following any termination of his employment with the Registrant. |
The Employment Agreement entered into with Mr. Hilbert is attached hereto as an exhibit and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. | Description | |
10.1 | Employment Agreement, dated February 16, 2005, by and between Somera Communications Sales, Inc. and Jay Hilbert. |
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.
SOMERA COMMUNICATIONS, INC. | ||
By: | /s/ DAVID W. HEARD | |
David W. Heard President and Chief Executive Officer |
Date: February 17, 2005
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 | Employment Agreement, dated February 16, 2005, by and between Somera Communications Sales, Inc. and Jay Hilbert. |