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): November 20, 2007
ActivIdentity Corp.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-50223 | 450485038 |
(State or Other Jurisdiction | (Commission | (IRS Employer |
Of Incorporation) | File Number) | Identification No.) |
6623 Dumbarton Circle, Fremont, California |
| 94555 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (510) 574-0100
Not Applicable
(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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Bonus Payments
On November 20, 2007, the Compensation Committee of the Board of Directors (the “Committee”) approved the payment of cash bonuses to ActivIdentity Corp.’s (the “Company”) executive officers. The bonuses were based on individual and overall Company performance in fiscal 2007 and were approved in the following respective amounts:
Name |
| Position |
| Bonus Amount |
| |
Thomas Jahn |
| Chief Executive Officer (former Chief Operating Officer) |
| $ | 62,500 |
|
Yves Audebert |
| President and Chief Strategy Officer |
| $ | 71,250 |
|
Mark Lustig |
| Chief Financial Officer |
| $ | 62,500 |
|
Jason Hart |
| Former Chief Executive Officer |
| $ | 116,000 |
|
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Annual Equity Awards
Also on November 20, 2007 (the “Grant Date”), the Committee approved the grant of (i) restricted stock units (“RSUs”) to the Company’s non-employee directors, which awards vest in equal monthly installments over a one year period from the Grant Date, and (ii) stock options to the Company’s executive officers, which awards vest over four years, with one quarter vesting on the first anniversary of the Grant Date and the remainder of the awards vesting ratably over the next 36 months. The options granted to the Company’s executive officers have a seven-year term and have an exercise price of $4.12 per share, which is equal to the closing stock price on the Grant Date, as reported on the NASDAQ Global Market.
RSU Grants to Non-Employee Directors
Name |
| Board Position |
| No. Shares |
Richard Kashnow |
| Chairman of the Board |
| 15,000 |
James Frankola |
| Chairman of Audit Committee |
| 10,000 |
Richard White |
| Chairman Compensation Committee |
| 10,000 |
James Ousley |
| Chairman Nominating and Corporate Governance Committee |
| 10,000 |
Jason Hart |
| Director |
| 5,000 |
Option Grants to Officers
Name |
| Position |
| No. Shares |
|
Thomas Jahn |
| Chief Executive Officer |
| 200,000 |
|
Yves Audebert |
| President and Chief Strategy Officer |
| 100,000 |
|
Mark Lustig |
| Chief Financial Officer |
| 100,000 |
|
* * *
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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 hereunto duly authorized.
| ActivIdentity Corp. | ||
| (registrant) | ||
|
|
| |
|
|
| |
Date: November 27, 2007 | By: | /s/ Mark Lustig | |
|
| Mark Lustig | |
|
| Chief Financial Officer | |
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