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):
December 4, 2005
PRINTRONIX, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-9321 95-2903992
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification No.)
14600 Myford Road 92623
P.O. Box 19559, Irvine, California
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 368-2300
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 (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
------------------------------------------
On Sunday, December 4, 2005, the Stock Option Committee of the Board of
Directors of Printronix, Inc., ("Printronix", "the company") approved the
immediate vesting of all of the company's "out-of-the-money" stock options
previously granted under its 1994 Stock Incentive Plan. Such stock options had
an exercise price in excess of $15.34, the closing price of the company's common
stock on the NASDAQ National Market on Friday, December 2, 2005. As a result of
this vesting acceleration, which became effective on December 4, 2005, options
to purchase 96,402 shares of Printronix common stock that would otherwise have
vested at various times within the next four years became fully vested. The
accelerated options have exercise prices ranging from $16.62 to $17.73 per
share, a weighted average exercise price of $16.94 per share, and represent 17.5
percent of the company's total outstanding stock options.
Printronix elected to take this action to eliminate approximately $301 thousand
of future compensation expense to be recorded over four years beginning fiscal
year 2007 following the company's adoption of Statement of Financial Accounting
Standards No. 123(R) ("FAS 123R"). The company's Board believes that this action
is in the best interest of its stockholders.
Item 9.01. Financial Statements and Exhibits.
----------------------------------
(c) Exhibits
99. Press release of Printronix, Inc. dated December 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.
Dated: December 8, 2005 Printronix, Inc.
By: /s/ George L. Harwood
---------------------
George L. Harwood,
Senior Vice President,
Finance & IT, Chief
Financial Officer and
Secretary