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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 April 18, 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. Amended and Restated 1998 Employee Stock Purchase Plan, as Amended (a)(1) On April 18, 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 delays the effectiveness of Amendment No.1 from May 1, 2005 until the first day of the Purchase Period (as defined in the Plan) during which FAS 123(R) becomes effective, which the Company expects to be November 1, 2005. Amended and Restated International Employee Stock Purchase Plan, as Amended (a)(1) On April 18, 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 delays the effectiveness of Amendment No.1 from May 1, 2005 until the first day of the Purchase Period (as defined in the Plan) during which FAS 123(R) becomes effective, which the Company expects to be November 1, 2005. Item 9.01 Financial Statements and Exhibits (c) Exhibits The following exhibits are filed herewith. 10.6.2 Revised Amendment No. 1 to the FileNet Corporation Amended and Restated 1998 Employee Stock Purchase Plan (filed herewith). 10.7.2 Revised Amendment No. 1 to the FileNet Corporation Amended and Restated International Employee Stock Purchase Plan (filed herewith). 2 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 21, 2005 FILENET CORPORATION By: /s/ Philip C. Maynard . Name: Philip C. Maynard Title: Senior Vice President, Chief Legal Officer and Secretary 3 Exhibit 10.6.2 REVISED AMENDMENT NO. 1 TO THE FILENET CORPORATION 1998 EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated May 1, 2002) (Amended as of March 10, 2005 and revised April 18, 2005) This Revised Amendment No. 1 to the Amended and Restated 1998 Employee Stock Purchase Plan ("Amendment") is adopted by FileNet Corporation, a Delaware corporation (the "Company"). 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, and amended by Amendment No. 1 on March 10, 2005. 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 receipt of notice of the delay of the implementation of recently announced accounting changes under Financial Accounting Standards No. 123 (as revised December 2004) ("FAS 123(R)"), the Board of Directors and the Plan Administrator deem it to be in the best interest of the Company and its stockholders to delay the effectiveness of Amendment No. 1 from May 1, 2005 until the first day of the Purchase Period (as defined in the Plan) during which FAS 123(R) becomes effective. Capitalized terms used in this Amendment shall have the meanings assigned to them in the Restated Plan. AMENDMENT I. 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 the last day of the Purchase Period." II. Effective Date of Amendment. This Amendment shall be effective as of the first day of the Purchase Period during which FAS 123(R) becomes effective. 4 Exhibit 10.7.2 REVISED AMENDMENT NO. 1 TO THE FILENET CORPORATION INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated May 1, 2002) (Amended as of March 10, 2005 and revised April 18, 2005) This Revised Amendment No.1 to the Amended and Restated International Employee Stock Purchase Plan ("Amendment") is adopted by FileNet Corporation, a Delaware corporation (the "Company"). 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, and amended by Amendment No. 1 on March 10, 2005. 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 receipt of notice of the delay of the implementation of recently announced accounting changes under Financial Accounting Standards No. 123 (as revised December 2004) ("FAS 123(R)"), the Board of Directors and the Plan Administrator deem it to be in the best interest of the Company and its stockholders to delay the effectiveness of Amendment No. 1 from May 1, 2005 until the first day of the Purchase Period (as defined in the Plan) during which FAS 123(R) becomes effective. Capitalized terms used in this Amendment shall have the meanings assigned to them in the Restated Plan. AMENDMENT I. 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 the last day of the Purchase Period." II. Effective Date of Amendment. This Amendment shall be effective as of the first day of the Purchase Period during which FAS 123(R) becomes effective. 5
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Filenet (FILE) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 21 Apr 05, 12:00am