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 event reported): August 9, 2011
SYMMETRICOM, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 000-02287 | 95-1906306 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2300 Orchard Parkway
San Jose, California 95131-1017
(Address of Principal Executive Offices)
(408) 433-0910
(Registrant’s telephone number, including area code)
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2011, the Board of Directors (the “Board”) of Symmetricom, Inc. (the “Company”) approved an executive cash bonus plan for the Company’s fiscal year ending July 1, 2012. Under the plan, if the Company does not achieve at least 80% of each of two equally weighted financial goals based on fiscal 2012 revenue and operating income, as adjusted for certain items approved by the Compensation Committee of the Board, no cash bonus will be paid to any executive officer. If the Company achieves 125% or more of the financial goals (each measured independently), then each cash bonus payment will be up to 150% of the executive officer’s target bonus payment. The target bonus payment for the Company’s CEO is 100% of his base salary if the Company achieves 100% of each of the financial goals and the CEO achieves 100% of his personal goals. The target bonus for the Company’s other executive officers is 50% of their base salaries if the Company achieves 100% of each of the financial goals and the executive officer achieves 100% of his individual goals. All executive officers’ bonuses will be allocated 80% to the achievement of the Company’s financial goals as described above and 20% to the achievement of individual goals. Bonuses will be paid to eligible executives semiannually, with the first-half payment contingent on achievement of at least 90% of each of the financial goals for the first half of the fiscal year, not to exceed 30% of the annual target bonus payment. The second-half payment will be calculated as the annual bonus payment less the first-half bonus payment.
Item 8.01. Other Events.
At the close of business on August 9, 2011, the preferred stock purchase rights (each, a “Right”) attached to and trading with the shares of common stock of the “Company under the Rights Agreement, dated as of August 9, 2001 (the “Rights Agreement”), between the Company and Mellon Investor Services LLC, as Rights Agent, expired in accordance with the terms of the Rights Agreement. No Rights were exercisable at the time of expiration.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 15, 2011 | SYMMETRICOM, INC. | |||||
| By: | /s/ Justin Spencer | |||||
| Name: | Justin Spencer | |||||
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |||||