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): August 11, 2005
ZHONE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-32743 | 22-3509099 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
7001 Oakport Street
Oakland, California 94621
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (510) 777-7000
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:
¨ | 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. |
At a regularly scheduled meeting of the Compensation Committee of the Board of Directors of Zhone Technologies, Inc. (“Zhone”) held on August 11, 2005, the Compensation Committee conducted its annual evaluation and review of the performance and compensation levels for Zhone’s executive officers. At this meeting, the Compensation Committee, which is composed entirely of independent directors, declared a cash bonus and awarded stock options to the executive officers. These awards are summarized in the following table:
Name and Position | Cash Bonus | Number of Shares Underlying Options Awarded (1) | |||
Morteza Ejabat Chairman, Chief Executive Officer and President | $ | 250,000 | 850,000 | ||
Jeanette Symons Chief Technology Officer and Vice President, Engineering | $ | 56,000 | 250,000 | ||
Kirk Misaka Chief Financial Officer, Treasurer and Secretary | $ | 150,000 | 300,000 |
(1) | The shares subject to the options will vest in 48 equal monthly installments over the course of four years. |
Item 9.01 | Financial Statements and Exhibits. |
(c) The following exhibits are filed herewith:
Exhibit Number | Description of Exhibit | |
10.1 | Form of Stock Option Agreement for the Zhone Technologies, Inc. Amended and Restated 2001 Stock Incentive Plan. |
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.
Date: August 16, 2005 | Zhone Technologies, Inc. | |||||||
By: | /s/ Kirk Misaka | |||||||
Kirk Misaka | ||||||||
Chief Financial Officer |