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): February 17, 2005
INFOCUS CORPORATION |
(Exact name of registrant as specified in its charter) |
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Commission File Number: 000-18908 |
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Oregon | | 93-0932102 |
(State or other jurisdiction of incorporation
or organization) | | (I.R.S. Employer Identification No.) |
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27700B SW Parkway Avenue, Wilsonville, Oregon | | 97070 |
(Address of principal executive offices) | | (Zip Code) |
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Registrant’s telephone number, including area code: 503-685-8888 |
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Former name or former address, if changed since last report: Not applicable |
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
INFOCUS CORPORATION
FORM 8-K
INDEX
Item | | Description | |
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Item 1.01 | | Entry into a Material Definitive Agreement | |
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Item 9.01 | | Financial Statements and Exhibits | |
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Signatures | | | |
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Item 1.01 Entry into a Definitive Material Agreement
(a) In a meeting held on February 17, 2005, the Compensation Committee of the Board of Directors of InFocus Corporation (the “Company”) approved the Company’s 2005 Executive & Director Bonus Plan (the “Plan”). The Company’s officers and employees holding the title of senior director or director who commence employment in such a position on or before October 1, 2005 and meet other conditions are eligible to receive incentive compensation based on achievement of the Company’s adjusted net income goal and achievement of individual/team objectives. The Plan provides for a target bonus equal to a percentage of the employee’s annual base salary. The percentage of the target bonus that is paid is adjusted according to the percentage achievement of the applicable goals and objectives, and at least 75% of the objectives must be achieved in order for any payout to occur. The Plan description as distributed to the Company’s eligible employees is included as Exhibit 10.1 to this Current Report and is incorporated herein by reference. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
(b) 2005 Compensation of Executive Officers.
In meetings held on February 17 and February 22, 2005, the Compensation Committee of the Company’s Board of Directors approved the 2005 salary, incentive compensation and equity compensation for the Company’s “named executive officers”, as defined in Item 402 of Regulation S-K.
The 2005 annual base salary of C. Kyle Ranson, the Company’s President and Chief Executive Officer, was set at $525,000. Mr. Ranson is eligible to receive additional compensation under the Company’s 2005 Executive & Director Bonus Plan (as described in Item 1.01(a) of this Current Report) with a target bonus equal to 80% of his annual base salary. In addition, on February 17, 2005, Mr. Ranson was awarded a stock option exercisable for 100,000 shares of the Company’s common stock. The stock option vests over a period of four years and was granted pursuant to the Company’s 1998 Stock Incentive Plan.
The 2005 annual base salary of Michael D. Yonker, the Company’s Executive Vice President and Chief Financial Officer, was set at $325,000. Mr. Yonker is eligible to receive additional compensation under the Company’s 2005 Executive & Director Bonus Plan (as described in Item 1.01(a) of this Current Report) with a target bonus equal to 65% of his annual base salary. In addition, on February 17, 2005, Mr. Yonker was awarded a stock option exercisable for 50,000 shares of the Company’s common stock. The stock option vests over a period of four years and was granted pursuant to the Company’s 1998 Stock Incentive Plan.
The 2005 annual base salary of Scott Hix, the Company’s Senior Vice President, Worldwide Sales, was set at $260,000. Mr. Hix is eligible to receive additional compensation under the Company’s 2005 Executive & Director Bonus Plan (as described in Item 1.01(a) of this Current Report) with a target bonus equal to 45% of his annual base salary. In addition, on February 17, 2005, Mr. Hix was awarded a stock option exercisable for 40,000 shares of the Company’s common stock. The stock option vests over a period of four years and was granted pursuant to the Company’s 1998 Stock Incentive Plan.
The 2005 annual base salary of Amarpal Samra, the Company’s Senior Vice President, Lines of Business, was set at $260,000. Mr. Samra is eligible to receive additional compensation under the Company’s 2005 Executive & Director Bonus Plan (as described in Item 1.01(a) of this Current Report) with a target bonus equal to 45% of his annual base salary. In addition, on February 17, 2005, Mr. Samra was awarded a stock option exercisable for 40,000 shares of the Company’s common stock. The stock option vests over a period of four years and was granted pursuant to the Company’s 1998 Stock Incentive Plan.
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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.
Date: | February 23, 2005 | INFOCUS CORPORATION |
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| By: | /s/C. Kyle Ranson | |
| C. Kyle Ranson |
| President and Chief Executive Officer |
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