UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 30, 2007
NDS Group plc
(Exact name of registrant as specified in its charter)
England and Wales 0-30364 Not Applicable
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Heathrow Boulevard, 286 Bath Road,
West Drayton,
Middlesex
United Kingdom UB7 0DQ
(Address of principal executive offices)
Registrant's telephone number, including area code: +44 20 8476 8000
Not applicable
(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 (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 5.02(e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2007, the Board of Directors of NDS Group plc (the "Company")
approved (i) the grants of equity awards under the Company's 2006 Long-Term
Incentive Plan (the "Plan") that are tied to the Company's performance for the
fiscal year ending June 30, 2007 and (ii) the adoption of forms of award terms
and conditions to be used for such grants and to be used for future grants to be
made from time to time.
Performance-Contingent Conditional Award
The Board of Directors approved the grant of a performance-based conditional
award of American Depositary Receipts (each representing one Series A ordinary
share of US $0.01 in the capital of the Company) ("ADRs") pursuant to the Plan
to certain employees of the Company, including the Company's named executive
officers (each, an "Award Recipient") relating to the Company's performance for
the fiscal year ending June 30, 2007. The performance-based conditional award
represents the right to receive, on or around the time of vesting, a number of
ADRs that is based on the Company's achievement of certain operating income
targets (the "Performance-Based Conditional Award") for the fiscal year ending
June 30, 2007. The value of the Performance-Based Conditional Award (the
"Determined Conditional Award") is calculated as a percentage of the Award
Recipient's annual base salary and is based on the level of operating income
achieved by the Company compared to the target operating income levels
established by the Board of Directors. The number of ADRs subject to the
Performance-Based Conditional Award will be calculated by dividing the value of
the Determined Conditional Award by the average of the closing price of the ADRs
on the 20-day trading period ending on a date to be determined by the Board of
Directors, but which shall be no later than ten days after the Company's
earnings for the fiscal year ending June 30, 2007 are publicly released. The
Performance-Based Conditional Award will vest in four, equal annual installments
beginning on August 15, 2007 and on or about each anniversary of such date.
On April 30, 2007, the Board of Directors approved the following grants of
Performance-Based Conditional Awards to be made to the Company's named executive
officers once a block deed of grant is executed by the Company. The grants to
the named executive officers are set forth in the table below:
- --------------------------------------------------------------------------------
NAME TITLE RANGE OF POTENTIAL FISCAL
2007 PERFORMANCE-BASED
CONDITIONAL AWARD VALUE AS
A PERCENTAGE OF ANNUAL
BASE SALARY
- --------------------------------------------------------------------------------
Dr. Abe Peled President and Chief 0 - 152%
Executive Officer
- --------------------------------------------------------------------------------
Alexander Gersh Chief Financial Officer 0 - 225%
- --------------------------------------------------------------------------------
Raffi Kesten Chief Operating Officer 0 - 161%
- --------------------------------------------------------------------------------
The Board of Directors approved a form of Performance-Based Conditional Award
Agreement relating to the grant, a copy of which is being filed as Exhibit 10.1
to this Current Report and which is hereby incorporated by reference into this
Item 5.02(e).
Fixed Conditional Award
On April 30, 2007, the Board of Directors approved a form of Fixed Conditional
Award Agreement under the Plan, pursuant to which the Company may grant fixed
conditional awards to its directors, named executive officers, other senior
officers, executives and employees from time to time.
A fixed conditional award will represent an award over a fixed number of ADRs as
determined by the Board of Directors ("Fixed Conditional Award"). The Fixed
Conditional Award will vest as set forth in the Fixed Conditional Award Terms
and Conditions. The foregoing does not constitute a complete summary of the
terms of the Fixed Conditional Award, and reference is made to the complete text
of the Fixed Conditional Award Terms and Conditions, a copy of which is being
filed as Exhibit 10.2 to this Current Report, which is hereby incorporated by
reference into this Item 5.02(e).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
- ------ -----------
10.1 Form of Performance-Based Conditional Award Agreement
10.2 Form of Fixed Conditional Award Agreement
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: May 4, 2007 NDS GROUP PLC
/s/ Alexander Gersh
----------------------------
Alexander Gersh
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
10.1 Form of Performance-Based Conditional Award Agreement
10.2 Form of Fixed Conditional Award Agreement