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 Reported Event): June 10, 2009
Commission File No. 001-33399
COMVERGE, INC.
(Exact Name of Registrant as specified in its Charter)
DELAWARE | 22-3543611 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
120 Eagle Rock Avenue, Suite 190
East Hanover, New Jersey 07936
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (973) 884-5970
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 (e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
| Officers; Compensatory Arrangements of Certain Officers |
On June 10, 2009, Comverge’s principal executive officer, principal financial officer, three other named executive officers and two additional officers voluntarily elected to forfeit certain options to purchase shares of Comverge’s common stock with exercise prices ranging from $18.00 to $34.23 granted in 2007. The purpose of these forfeitures is to return the shares underlying the forfeited options to Comverge so that Comverge may make grants to other employees in the future. These executive officers did not receive any consideration for the forfeited options and have acknowledged that no commitments to grant any replacement equity awards were made by Comverge.
The officers and the respective number of shares underlying the forfeited options are as follows:
Name | | Title | | Shares |
| | | | |
Robert Chiste | | Chairman, President and Chief Executive Officer | | 12,000 |
| | | | |
Michael Picchi | | Executive Vice President and Chief Financial Officer | | 16,380 |
| | | | |
Frank Magnotti | | President – Comverge Clean Energy Solutions Group | | 6,750 |
| | | | |
Edward Myszka | | Chief Operating Officer – Comverge Clean Energy Solutions Group | | 9,000 |
| | | | |
Matthew Smith | | Vice President and General Counsel | | 6,738 |
| | | | |
Mark Schaefer | | Vice President – Risk Management & Administration | | 4,250 |
| | | | |
Arthur Vos | | Chief Technology Officer & Vice President of Strategy | | 4,000 |
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.
COMVERGE, INC.
By: /s/ Michael Picchi
Name: Michael Picchi
Title: Chief Financial Officer
Dated: June 12, 2009
