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): November 30, 2005
LTX CORPORATION
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(Exact name of registrant as specified in charter)
Massachusetts 04-2594045
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(State or other (IRS Employer
jurisdiction of incorporation) Identification No.)
50 Rosemont Road, Westwood, Massachusetts 02090
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (781) 461-1000
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(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
follow 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 1.01 Entry into a Material Definitive Agreement.
1. David G. Tacelli
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On November 30, 2005, the Compensation Committee of the Company's
Board of Directors approved the following changes to the
compensation of David G. Tacelli, who was appointed Chief
Executive Officer effective November 1, 2005:
(i) Mr. Tacelli's base salary was set at $400,000;
(ii) Mr. Tacelli is eligible for annual target incentive
cash bonus under the Company's Executive Bonus Plan
equal to 50% of his then-current annual base salary;
(iii) Mr. Tacelli was awarded 325,000 restricted stock
units that begin vesting only upon the Company's
achievement of performance criteria of specified GAAP
breakeven levels as described in greater detail below
under "Equity Awards".
2. Executive Bonus Plan
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On November 30, 2005, the Compensation Committee of the Company's
Board of Directors amended the Executive Bonus Plan to eliminate
any bonus based on an executive's achievement of individual goals
and to provide that all cash bonus payments under the Executive
Bonus Plan be based on measures of Company profitability. The
Executive Bonus Plan, as amended, provides that an annual cash
bonus be paid to officers calculated under a formula based upon
net income for the fiscal year, and assigned target incentive
compensation equal to 50% of the officer's base salary, subject
to a maximum amount not to exceed 3.5 times the target incentive
compensation amount.
3. Equity Awards
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On November 30, 2005, the Compensation Committee of the Company's
Board of Directors approved the grant of performance based
restricted stock units (the "Units") to the Company's executive
officers in the amounts set forth below. Each Unit has a value
equal to one share of LTX common stock and will only vest if the
Company achieves a financial net income breakeven level as
calculated pursuant to generally accepted accounting principles
in a given fiscal quarter of $41 million of quarterly revenue or
less (the "First Breakeven Target"). Units that vest are payable
only in shares of LTX common stock. As of the date that the
Company achieves the First Breakeven Target (the "First Breakeven
Date"), 25% of each executive officer's Units vest immediately;
the remaining 75% of such executive officer's Units vest in three
equal increments on the first, second and third anniversary of
the First Breakeven Date. If prior to the first anniversary of
the First Breakeven Date, the Company achieves a second specified
quarterly financial breakeven level lower than the First
Breakeven Target, then as of that date (the "Second Breakeven
Date") the second 25% of the Units vest, and the remaining 50% of
Units vest in two equal increments on the first and second
anniversary of the Second Breakeven Date. In the event the First
Breakeven Target is not achieved, then all of the Units are
forfeited by the executive officers. The following table sets
forth the number of Units granted to each named executive
officer:
Executive Officer Units
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David G. Tacelli 325,000
Mark J. Gallenberger 110,000
Mukesh Mowji 72,000
Peter Rood 72,000
The Company expects to enter into restricted stock unit agreements with
each such executive officer and will file a form of such agreements as an
exhibit to its Form 10-Q for the three months ended January 31, 2006.
SIGNATURE
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: November 30, 2005 LTX Corporation
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By: /s/ Mark J. Gallenberger
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Mark J. Gallenberger
Vice President & Chief Financial Officer