______________________________ OMB APPROVAL OMB Number: 3235-0060 Expires: October 31, 2007 Estimated average burden hours per response: 38.0 . 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 May 5, 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. At the Company's 2005 Annual Stockholders' Meeting held on May 5, 2005, the Company's stockholders approved an amendment (the "Amendment") to the Amended and Restated 2002 Incentive Award Plan of FileNet Corporation. The Amendment (i) increases the number of shares of Company Common Stock available for issuance under the plan by an additional 1,400,000 shares, from 4,800,000 to 6,200,000 shares; (ii) increases the number of shares of Common Stock that may be awarded as Restricted Stock, Restricted Stock Units, Deferred Stock, Performance Awards and Stock Payments from 700,000 shares to 1,100,000 shares, an increase of 400,000 shares; (iii) changes the minimum price per share of Options that may be granted under the plan to no less than 100% of the Fair Market Value of a share of Common Stock on the date of grant; and (iv) provides certain minimum vesting periods for Restricted Stock and Restricted Stock Units. Reference is made to the Amendment for a more complete description of the terms. Item 9.01 Financial Statements and Exhibits (c) Exhibits 10.14.5 Amendment No. 1 to the Amended and Restated 2002 Incentive Award Plan of FileNet Corporation (incorporated by reference as Appendix B to the Company's Definitive Proxy Statement filed on April 1, 2005, for its 2005 Annual Meeting of Stockholders). 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: May 6, 2005 . FILENET CORPORATION By: /s/ Philip C. Maynard . Name: Philip C. Maynard Title: Senior Vice President, Chief Legal Officer and Secretary 3
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8-K Filing
Filenet (FILE) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 6 May 05, 12:00am