UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 19, 2005
Lexmark International, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14050 06-1308215
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
One Lexmark Centre Drive, 740 West New Circle Road, Lexington, Kentucky 40550
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (859) 232-2000
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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.
On August 19, 2005, the Company agreed to employ Mr. John W. Gamble, Jr. as
Executive Vice President and Chief Financial Officer of the Company. Under the
terms of Mr. Gamble's employment, Mr. Gamble will receive a base salary of
$450,000 and a recruitment incentive of $325,000. Beginning in 2006, Mr. Gamble
will be eligible for an annual incentive compensation award equal to a
percentage up to 150% of his base salary, with a minimum guarantee of $250,000
for 2006. Mr. Gamble will also be eligible for a grant of 50,000 options,
restricted stock units with a value of $325,000 and an opportunity to
participate in the 2005-2007 Long-Term Incentive Plan with a target of $575,000.
Mr. Gamble will also be eligible to participate in the Company's employee
benefit programs, employee relocation program, executive financial planning
program and the Supplemental Retirement Plan. The Company also intends to enter
into an Employment Agreement, a Change in Control Agreement and an
Indemnification Agreement with Mr. Gamble on substantially the same terms as
those of the Company's other executive officers.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On August 30, 2005, the Company issued a press release announcing that Mr. John
W. Gamble, Jr., 42, will join the Company as Executive Vice President and Chief
Financial Officer effective September 6, 2005. Mr. Gamble comes to the Company
from Agere Systems Inc., a $1.9 billion provider of semiconductors ("Agere"),
where he has served as Executive Vice President and Chief Financial Officer
since February 2003. From January 2003 to February 2003, Mr. Gamble served as
Senior Vice President and Business Controller, and from January 2001 to January
2003, he served as Senior Vice President and Treasurer of Agere. Prior to
joining Agere, Mr. Gamble held a number of finance positions at Honeywell
International, Inc. (formerly AlliedSignal, Inc.), including Vice President and
Chief Financial Officer of Honeywell Industrial Controls, Vice President of
Business Planning and Analysis and Assistant Treasurer. The press release
announcing Mr. Gamble's appointment is filed herewith as Exhibit 99.1 and is
incorporated herein by reference. A description of the material terms of Mr.
Gamble's employment is included under Item 1.01 and incorporated herein by
reference.
Effective September 6, 2005, Mr. Gary E. Morin, the Company's current Executive
Vice President and Chief Financial Officer, will continue serving as Executive
Vice President of the Company until he retires.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description of Exhibit
99.1 Press Release issued by Lexmark International, Inc., dated
August 30, 2005.
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.
LEXMARK INTERNATIONAL, INC.
(Registrant)
By: /s/ Gary E. Morin
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Name: Gary E. Morin
Title: Executive Vice President and Chief
Financial Officer
Date: August 30, 2005
EXHIBIT INDEX
Exhibit No. Description of Exhibit
99.1 Press Release issued by Lexmark International, Inc., dated August
30, 2005.