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): July 25, 2005
DTS, Inc.
(Exact name of registrant as specified in its charter)
000-50335
(Commission File Number)
Delaware | | 77-0467655 |
(State or other jurisdiction of | | (I.R.S. Employer Identification No.) |
incorporation) | | |
5171 Clareton Drive
Agoura Hills, California 91301
(Address of principal executive offices, with zip code)
(818) 706-3525
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
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
On July 25, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of DTS, Inc. (the “Company”) established performance objectives for payment of incentive bonuses for fiscal 2005 for the Company’s executive officers. In addition, Mr. Kirchner, the Company’s President and Chief Executive Officer, established performance objectives for payment of incentive bonuses for fiscal 2005 for other officers of the Company, including W. Paul Smith, Patrick Watson and Jan Wissmuller, who were identified as named executive officers in the Company’s definitive proxy statement relating to the 2005 Annual Meeting of Stockholders. The bonus payouts will be based upon a combination of the Company’s achievement of certain revenue and operating income levels and each officer’s achievement of personal performance objectives set by the Committee, or, with respect to Messrs. Smith, Watson and Wissmuller, by Mr. Kirchner. The target and maximum bonus payouts are set forth in the table below.
Name | | Title | | Base Salary | | Target Bonus
(% of Base
Salary) | | Maximum
Bonus
(% of Base
Salary) | |
| | | | | | | | | |
Daniel E. Slusser | | Chairman of the Board of Directors | | $100,000 | | | 80.0% | | | 150.0% | | |
Jon E. Kirchner | | President and Chief Executive Officer | | $335,000 | | | 80.0% | | | 120.0% | | |
Melvin L. Flanigan | | Executive Vice President, Finance and Chief Financial Officer | | $240,000 | | | 55.0% | | | 82.5% | | |
W. Paul Smith | | Senior Vice President, Research and Development | | $210,000 | | | 45.0% | | | 67.5% | | |
Patrick J. Watson | | Senior Vice President, Strategy and Business Development | | $195,000 | | | 45.0% | | | 67.5% | | |
Jan C. Wissmuller | | Senior Vice President, Engineering and Product Development | | $210,000 | | | 45.0% | | | 67.5% | | |
For Messrs. Slusser, Kirchner and Flanigan, the Company’s achievement of the financial performance objectives established by the Committee will be given an 80% weight and the officer’s achievement of the individual performance objectives established by the Committee will be given a 20% weight in determining actual bonus payout for fiscal 2005. Messrs. Smith, Watson and Wissmuller are subject to the same Company performance objectives, but those Company objectives will be weighted 70% in determining actual bonus payout and personal performance objectives will be weighted 30%. In each case, the actual bonus payout may be more or less than the targeted bonus amount, but not more than the maximum bonus amount indicated in the table above.
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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.
| DTS, INC. |
| |
| | |
Date: July 28, 2005 | By: | /s/ Melvin Flanigan | |
| | Melvin Flanigan |
| | Executive Vice President, Finance and |
| | Chief Financial Officer |
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