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): November 2, 2005
RACKABLE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51333 | | 32-0047154 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
1933 Milmont Drive
Milpitas, CA 95035
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (408) 240-8300
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.
On November 2, 2005, the Board of Directors of Rackable Systems, Inc., upon the recommendation of the Compensation Committee, amended the cash compensation payable to its outside directors. The cash compensation, as amended, will become effective on January 1, 2006, as follows:
| | | |
Annual Retainer for Board Members: | | $ | 35,000 |
| |
Annual Retainer for Committee Positions: | | | |
| |
Audit Committee Chairperson: | | $ | 10,000 |
Other Audit Committee members: | | $ | 2,500 |
| |
Compensation Committee Chairperson: | | $ | 5,000 |
Other Compensation Committee members: | | $ | 2,500 |
| |
Nominating Committee Chairperson: | | $ | 5,000 |
Other Nominating Committee members: | | $ | 2,500 |
| |
Annual Retainer for Non-Employee Chairman of the Board: | | $ | 10,000 |
All retainer payments will be paid quarterly in arrears, pro-rated for any partial quarters served.
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, thereunto duly authorized.
| | | | |
| | | RACKABLE SYSTEMS, INC. |
| | |
| Dated: November 3, 2005 | | By: | | /s/ Todd R. Ford
|
| | | | | Todd R. Ford |
| | | | | Chief Financial Officer |
