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)
May 25, 2007
PMC-Sierra, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 0-19084 | | 94-2925073 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
3975 Freedom Circle
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
(408) 239-8000
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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 |
Item 5.02 below is incorporated herein by reference in its entirety.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On May 25, 2007, the Compensation Committee (the “Committee”) of the Board of Directors of PMC-Sierra, Inc. (the “Company”) approved a form of Restricted Stock Unit Agreement (“RSU Agreement”) for use under the Company’s 1994 Incentive Stock Plan (the “Plan”), as amended and filed as Exhibit 10.2 to the Company’s 2006 annual report on Form 10-K. Each restricted stock unit (“RSU”) represents the right to receive one share of common stock of the Company on the specified issuance date following the vesting of that unit. The Company intends to use this form of RSU Agreement in connection with future awards of RSUs to its officers, directors and employees. The Company described its stock-based compensation and pre-identified quarterly RSU grant dates in its 2007 Proxy Statement.
On May 25, 2007, the Committee also approved RSU grants awarded in connection with the annual performance award of officers and other employees and the RSU portion of the annual equity award to its directors. The vesting period of RSUs differs for directors, senior management including officers and other employees. A copy of the standard form of Restricted Stock Unit Agreement with the varying vesting terms is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Following are the grants of RSUs to the Company’s Chief Financial Officer and certain of the Company’s named executive officers in the following amounts:
| | |
Name and Position | | Total Number of RSUs |
Michael W. Zellner – VP and Chief Financial Officer | | 56,666 |
| |
Colin C. Harris – Chief Operations Officer | | 20,000 |
| |
Mark C. Stibitz – VP and General Manager, Enterprise Storage Division | | 20,000 |
| |
Robert M. Liszt – VP Worldwide Sales | | 13,333 |
The RSUs granted to these named executive officers vest 50% twenty-four months after the date of grant, and 25% each twelve-month period thereafter.
In addition, the Committee approved the grant of 5,333 RSUs to each of the members of the Company’s Board of Directors, other than Robert L. Bailey, as part of the Directors’ automatic annual equity award. Such RSUs fully vest on the one-year anniversary of the date of grant.
Also attached as Exhibit 10.5 is the Appendix to the 1994 Incentive Stock Plan for Israeli Taxpayers, which was approved by the Committee on April 5, 2007.
| Item 9.01. | Financial Statements and Exhibits |
| | |
| Exhibit No. | | Description |
| 10.4 | | Form of Restricted Stock Unit Agreement |
| 10.5 | | Appendix to the 1994 Incentive Stock Plan for Israeli Taxpayers |
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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.
| | |
| PMC-Sierra, Inc. |
| |
By: | | /s/ Michael W. Zellner |
| | Michael W. Zellner |
| | Vice President |
| | Chief Financial Officer |
Date: June 1, 2007
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EXHIBIT INDEX
| | |
| Exhibit No. | | Description |
| 10.4 | | Form of Restricted Stock Unit Agreement |
| 10.5 | | Appendix to the 1994 Incentive Stock Plan for Israeli Taxpayers |
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