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): January 15, 2010
Commission file number 333-113658
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Sensus (Bermuda 2) Ltd. (Exact name of registrant as specified in its charter) | | Sensus USA Inc. (Exact name of registrant as specified in its charter) |
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| Bermuda | | 98-0413362 | | Delaware | | 51-0338883 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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8537 Six Forks Road, Suite 400, Raleigh, North Carolina 27615 (Address of principal executive offices) (Zip Code) |
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(919) 845-4000 (Registrants’ 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):
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2010, Mr. Louis D’Ambrosio was elected to serve as a director of Sensus USA Inc. (“Sensus USA”) by the Board of Directors of Sensus USA. On January 18, 2010, Mr. D’Ambrosio was appointed to serve as a director of Sensus (Bermuda 2) Ltd. (“Bermuda 2”) by its sole member, Sensus (Bermuda 1) Ltd. (“Bermuda 1”). Sensus USA and Sensus (Bermuda 2) Ltd. are collectively referred to in this Form 8-K as the “Company.”
In connection with his service as a director of the Company, Mr. D’Ambrosio will receive an annual retainer of $50,000, which will be increased to $70,000 if Mr. D’Ambrosio becomes a member of the Audit Committee or the Compensation Committee of the Company’s Board of Directors, and a fee of $5,000 for each meeting of the Company’s Board of Directors that Mr. D’Ambrosio attends.
Mr. D’Ambrosio will also receive a grant of options in the amount of 10,000 shares of Class B common stock of Bermuda 1. The options are service time vested over five years from the date of grant, provided that no vesting occurs prior to the second anniversary of the date of the grant. In addition, the vesting of the options may accelerate upon the occurrence of certain stated liquidity events. The options have an exercise price of $6.00 per share. The grant was made in accordance with and subject to the terms and conditions of the Sensus Metering Systems 2007 Stock Option Plan (the “Option Plan”). The Company expects to enter into an option agreement with Mr. D’Ambrosio substantially in the form of the Company’s Notice of Stock Option Grant and Nonqualified Stock Option Agreement (together, the “Option Agreement”). A copy of the Option Plan was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 21, 2009 (filed on October 27, 2009) and is incorporated herein by reference. A copy of the Option Agreement was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 and is incorporated herein by reference.
There is no arrangement or understanding between Mr. D’Ambrosio and any other person pursuant to which Mr. D’Ambrosio was selected as a director of the Company. There are no relationships or related party transactions involving Mr. D’Ambrosio or any member of his immediate family required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Company’s Board of Directors has not yet made any determination concerning the committees of the Company’s Board of Directors to which Mr. D’Ambrosio may be appointed. A copy of the press release relating to Mr. D’Ambrosio’s election as a director is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | 10.1 | Sensus Metering Systems 2007 Stock Option Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 21, 2009 (filed on October 27, 2009)). |
| | 10.2 | Sensus Metering Systems Form of Nonqualified Stock Option Grant (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007). |
| | 99.1 | Press release announcing the election of Louis D’Ambrosio as a director, dated January 20, 2010. |
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.
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| | | | | | SENSUS (BERMUDA 2) LTD. |
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| Dated: January 20, 2010 | | | | By: | | /s/ PETER MAINZ |
| | | | | | Name: | | Peter Mainz |
| | | | | | Title: | | Chief Executive Officer & President |
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| | | | | | SENSUS USA INC. |
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| Dated: January 20, 2010 | | | | By: | | /s/ PETER MAINZ |
| | | | | | Name: | | Peter Mainz |
| | | | | | Title: | | Chief Executive Officer & President |
