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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):
JANUARY 14, 2005
MRO SOFTWARE, INC.
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(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 0-23852 04-2448516
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
100 CROSBY DRIVE, BEDFORD, MA 01730
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
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(781) 280-2000
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))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On January 14, 2005, the Company adopted the FY '05 Executive Bonus Plan,
containing the terms under which the Company's executive officers' cash bonuses
will be determined and paid with respect to the Company's fiscal year ending
September 30, 2005. Under the FY '05 Executive Bonus Plan:
o Quarterly Performance. Forty (40%) percent of the total bonus is measured
and paid quarterly, based on the Company's quarterly revenue and
earnings-per-share ("EPS") performance. Payment for revenue performance
will start at 97.5% of goal attainment, and payment for EPS performance
will be made only at 100% of goal attainment; no incremental bonus above
the targeted amount will be payable for over-achievement of quarterly
goals.
o Annual Performance. Sixty (60%) percent of the total bonus is based on the
Company's annual revenue and EPS performance, with payment for revenue
performance starting at 93% of goal attainment, and payment for EPS
performance starting at 85.7% of goal attainment. No annual bonus will be
payable unless 85.7% of the EPS goal is achieved. In the event that the
annual goals were exceeded, payment will be made over and above the 60%
target, not to exceed 70% of the total bonus amount targeted under the
plan.
ITEM 5.02. APPOINTMENT OF PRINCIPAL OFFICER.
Effective January 18, 2005, Richard A. Cahill, 49, was appointed as the
Company's Executive Vice president of Worldwide Sales. From August 1998 until
January 2005 Mr. Cahill held a series of senior management positions at Remedy
Corporation and its successors in interest. Remedy Corporation was sold to
Peregrine Systems in June 2001. Following Peregrine's bankruptcy in December
2001, Remedy's assets were purchased by BMC Software, Inc. in late 2002. From
the fourth calendar quarter of 2003 to the present Mr. Cahill served as Vice
President of Worldwide Sales and Services for the Remedy business. Prior
thereto, from 2002 to 2003 he served as Vice President and General Manager for
Europe, Middle East & Africa; from 2001 to 2002 he served as Vice President of
European Operations; from 2000 to 2001 he served as Vice President of Worldwide
Professional Services; and from 1998 to 2000 he served as Director of EMEA
Operations.
Mr. Cahill will be paid a base salary of approximately $270,000 per year, with a
potential for a cash bonus equal to his base salary under and subject to the
terms of the Company's FY 2005 Executive Bonus Plan. Mr. Cahill will also
receive a one-time signing bonus of approximately $18,500, a monthly car
allowance of approximately $2,300, employee benefits under the same terms as
made available to other Company employees living in the United Kingdom, and an
option to purchase 100,000 shares of Company Stock having an exercise price
equal to fair market value on the date of grant vesting 25% one year from the
date of grant and thereafter in 36 equal month installments, under and subject
to the terms of the Company's Amended and Restated 1999 Equity Incentive Plan.
Mr. Cahill's employment agreement provides for his employment for an indefinite
term, and allows for termination by either party upon three months' notice; Mr.
Cahill is otherwise covered by the Company's Severance Plan.
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: January 19, 2005 MRO SOFTWARE, INC.
/s/ Craig Newfield
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By: Craig Newfield
Title: V.P. & General Counsel