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 8, 2005
------------------------------
AVOCENT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
- --------------------------------------------------------------------------------
(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code (256) 430-4000
----------------------------
n/a
- --------------------------------------------------------------------------------
(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:
[ ] 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 February 3, 2005, the Compensation Committee of the Board of Directors
of Avocent Corporation awarded John R. Cooper, the Company's Chairman and Chief
Executive Officer, a deferred cash bonus of $55,646 in recognition of the
Company's performance during 2004. The bonus to Mr. Cooper is payable in
February 2006, together with any investment earnings on the bonus, only if Mr.
Cooper remains employed by the Company or is a member of the Company's Board of
Directors at that time. The Company's Compensation Committee is comprised of
three independent non-employee directors.
On February 4, 2005, the Board of Directors of Avocent Corporation approved
the following cash compensation for its non-executive directors. The Company's
Lead Independent Director (Edwin L. Harper) will receive an annual cash fee of
$70,000 for his service as Lead Independent Director and his service on the
Company's Board of Directors and its committees. Each of the Company's other
non-executive directors (Harold D. Copperman, Francis A. Dramis, Jr., William H.
McAleer, Stephen F. Thornton, and David P. Vieau) will receive an annual cash
fee of $35,000 for his service on the Company's Board of Directors and its
committees. In addition, the Chairman of the Company's Audit Committee (Mr.
McAleer) will receive an annual fee of $10,000, and the Chairmen of the
Company's Compensation Committee (Mr. Harper) and Nominating and Governance
Committee (Mr. Dramis) will each receive an annual fee of $5,000. The Company
also currently pays $1,500 for attendance in person or by telephone at each
Board of Directors or Audit Committee meeting and $1,000 for attendance in
person or by telephone at other committee meetings. The Board of Directors is
currently re-evaluating the Company's long-term equity compensation program for
its directors.
Item 5.02 Appointment of Principal Officer.
On February 4, 2005, the Avocent Corporation Board of Directors elected
Doyle C. Weeks as the Company's President and Chief Operating Officer. Avocent
Corporation publicly disseminated a press release announcing Mr. Weeks' election
on February 8, 2005, and the information contained in that press release is
incorporated herein by reference and filed as Exhibit 99.4 hereto. Mr. Weeks'
Amended and Restated Employment and Noncompetition Agreement with the Company
dated October 23, 2003, which was filed as Exhibit 10.23 to the Company's 2003
Annual Report on Form 10-K filed with the SEC on March 12, 2004, has not been
amended, but Mr. Weeks' title has changed and his annual base salary is now
$330,000.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
-------------- ----------------------
99.4 Press Release Issued February 8, 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.
AVOCENT CORPORATION
Date: February 8, 2005
By: /s/ Samuel F. Saracino
----------------------------------------
Samuel F. Saracino
Executive Vice President of Legal and
Corporate Affairs,
General Counsel, and Secretary
EXHIBIT INDEX
-------------
Exhibit Description
- ------- -----------
99.4 Press Release Issued February 8, 2005