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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 AND EXCHANGE ACT OF 1934 March 10, 2005 Date of Report (Date of earliest event reported) FILENET CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-15997 95-3757924 (State or other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification Number) 3565 Harbor Boulevard Costa Mesa, California 92626 92626 (Address of principal executive offices) (Zip Code) (714) 327-3400 Registrant's telephone number, including area code N/A (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: [ ] 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. 2005 Bonus Incentive Compensation Plan (a)(1) On March 10, 2005, the Company's Compensation Committee approved a 2005 Bonus Incentive Compensation Plan for eligible officers and employees of the Company. (a)(2)(i) Under the Company's 2005 Bonus Incentive Compensation Plan, the target bonus for executive officers is earned based on the Company's actual financial and other performance for 2005 in comparison to targets established by the Compensation Committee at its March 10, 2005 meeting. The 2005 Bonus Incentive Compensation Plan consists of three fundamental components: (i) achievement of earnings per share targets, (ii) achievement of target levels of software license revenue and (iii) achievement of targeted scores on a customer loyalty index ("CLI"). An executive could earn twenty-five percent (25%) of target bonus if the Company attains the minimum performance target, and up to two hundred percent (200%) of target bonus if the Company achieves one hundred twenty-five percent (125%) or greater, of its financial performance targets. Bonuses are pro-rated between these thresholds. No bonus is paid if the Company fails to achieve the minimum earnings per share target. (a)(2)(ii) The Company's Compensation Committee has also determined that the Company's executive officers will not receive any increase in base salary for 2005, and in lieu thereof, each executive's bonus opportunity will be increased by five percent (5%). Bonus opportunity is based upon a percentage of salary, which varies by position and ranges from fifty percent (50%) of salary to seventy percent (70%) of salary for 2005, compared with a range from forty-five percent (45%) to sixty-five percent (65%) for 2004. Amended and Restated 1998 Employee Stock Purchase Plan (a)(1) On March 10, 2005, the Company's Compensation Committee and the Board of Directors approved an amendment to the Company's Amended and Restated 1998 Employee Stock Purchase Plan (the "U.S. ESPP"). (a)(2) The amendment to the Company's U.S. ESPP, which will be effective beginning May 1, 2005, changes (i) the Purchase Price per share from eighty-five percent (85%) of Fair Market Value to ninety-five (95%) of Fair Market Value and (ii) changes the date for determination of the Purchase Price to the last day of the Purchase Period (rather than the first day of the Purchase Period or the last day of the Purchase Period whichever had the lower Fair Market Value). Amended and Restated International Employee Stock Purchase Plan (a)(1) On March 10, 2005, the Company's Compensation Committee and the Board of Directors approved an amendment to the Company's Amended and Restated International Employee Stock Purchase Plan (the "International ESPP"). (a)(2) The amendment to the Company's International ESPP, which will be effective beginning May 1, 2005, changes (i) the Purchase Price per share from eighty-five percent (85%) of Fair Market Value to ninety-five (95%) of Fair Market Value and (ii) changes the date for determination of the Purchase Price to the last day of the Purchase Period (rather than the first day of the Purchase Period or the last day of the Purchase Period whichever had the lower Fair Market Value). 2 Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibits are filed herewith. 10.6.1 Amendment No. 1 to the FileNet Corporation Amended and Restated 1998 Employee Stock Purchase Plan (filed herewith). 10.7.1 Amendment No. 1 to the FileNet Corporation Amended and Restated International Employee Stock Purchase Plan (filed herewith). 3 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. Date: April 8, 2005 . FILENET CORPORATION By: /s/ Philip C. Maynard . Name: Philip C. Maynard Title: Senior Vice President, Chief Legal Officer and Secretary 4 Exhibit 10.6.1 AMENDMENT NO. 1 TO THE FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated Effective as of May 1, 2002) (As Amended Effective as of March 10, 2005) This Amendment No.1 to the Amended and Restated 1998 Employee Stock Purchase Plan ("Amendment") is adopted by FileNet Corporation, a Delaware corporation (the "Company"), effective as of March 10, 2005. RECITALS The Amended and Restated 1998 Employee Stock Purchase Plan (the "Restated Plan") was approved by the stockholders of the Company on May 22, 2002. Section X of the Restated Plan provides that the Board of Directors may alter, amend, suspend or discontinue the Restated Plan at any time to become effective immediately following the close of any purchase period. Section X also provides, that the Board of Directors must obtain stockholder approval, if such alteration, amendment or suspension (i) increases the number of shares of Common Stock issuable under the Restated Plan, except for permissible adjustments in the event of certain changes in the Corporation's capitalization; (ii) alters the purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Restated Plan, or (iii) modifies the requirements for eligibility to participate in the Restated Plan. Upon review of recently announced accounting changes, the Board of Directors and the Plan Administrator deem it to be in the best interest of the Company and its stockholders to amend the Restated Plan to (i) change the discount on the Purchase Price per share from eighty-five percent (85%) of Fair Market Value to ninety-five (95%) of Fair Market Value, and (ii) change the date for determining the Purchase Price to the last day of the Purchase Period, in lieu of the lower of the Fair Market Value on the first day of the Purchase Period or the last day of the Purchase Period. The Board of Directors and Plan Administrator have determined that the Restated Plan may be so amended without stockholder approval. Capitalized terms used in this Amendment shall have the meanings assigned to them in the Restated Plan. AMENDMENT I. Effective as of March 10, 2005, Subsection C of Section VII of the Restated Plan is hereby amended in its entirety as follows: C. "Purchase Price. The Purchase Price per share at which Common Stock may be purchased on a Participant's behalf on each Purchase Date shall be ninety-five percent (95%) of the Fair Market Value per share of Common Stock on that Purchase Date." 5 Exhibit 10.7.1 AMENDMENT NO. 1 TO THE FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (As Amended and Restated Effective as of May 1, 2002) (As Amended Effective as of March 10, 2005) This Amendment No.1 to the Amended and Restated International Employee Stock Purchase Plan ("Amendment") is adopted by FileNet Corporation, a Delaware corporation (the "Company"), effective as of March 10, 2005. RECITALS The Amended and Restated International Employee Stock Purchase Plan (the "Restated Plan") was approved by the stockholders of the Company on May 22, 2002. Section X of the Restated Plan provides that the Board of Directors may alter, amend, suspend or discontinue the Restated Plan at any time to become effective immediately following the close of any purchase period. Section X also provides, that the Board of Directors must obtain stockholder approval, if such alteration, amendment or suspension (i) increases the number of shares of Common Stock issuable under the Restated Plan, except for permissible adjustments in the event of certain changes in the Corporation's capitalization; (ii) alters the purchase price formula so as to reduce the purchase price payable for the shares of Common Stock purchasable under the Restated Plan, or (iii) modifies the requirements for eligibility to participate in the Restated Plan. Upon review of recently announced accounting changes, the Board of Directors and the Plan Administrator deem it to be in the best interest of the Company and its stockholders to amend the Restated Plan to (i) change the discount on the Purchase Price per share from eighty-five percent (85%) of Fair Market Value to ninety-five (95%) of Fair Market Value, and (ii) change the date for determining the Purchase Price to the last day of the Purchase Period, in lieu of the lower of the Fair Market Value on the first day of the Purchase Period or the last day of the Purchase Period. The Board of Directors and Plan Administrator have determined that the Restated Plan may be so amended without stockholder approval. Capitalized terms used in this Amendment shall have the meanings assigned to them in the Restated Plan. AMENDMENT I. Effective as of March 10, 2005, Subsection C of Section VII of the Restated Plan is hereby amended in its entirety as follows: D. "Purchase Price. The Purchase Price per share at which Common Stock may be purchased on a Participant's behalf on each Purchase Date shall be ninety-five percent (95%) of the Fair Market Value per share of Common Stock on that Purchase Date." 6
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Filenet (FILE) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 11 Apr 05, 12:00am