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): June 15, 2007
AMIS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 000-50397 51-0309588
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2300 BUCKSKIN ROAD, POCATELLO, IDAHO 83201
(Address of Principal Executive Offices) (Zip Code)
(208) 233-4690
(Registrant's Telephone Number, Including Area Code)
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 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On June 15, 2007, AMIS Holdings, Inc. (the "Company"), parent company of AMI
Semiconductor, a leader in the design and manufacture of integrated mixed-signal
solutions, hired Joseph J. Passarello, 45, to serve as its Senior Vice President
and Chief Financial Officer. The Company's Board of Directors approved Mr.
Passarello's appointment to these positions on June 20, 2007, and these
appointments and Mr. Passarello's employment with the Company will commence
effective July 16, 2007.
Mr. Passarello was Chief Financial Officer of Therma-Wave, Inc. from June 2005
to May 2007. Therma-Wave, a company that develops, manufactures, markets and
services process control metrology systems used in the manufacture of
semiconductors, recently became a KLA-Tencor family of companies. Prior to
becoming Chief Financial Officer at Therma-Wave, Mr. Passarello was Vice
President and Controller of JDS Uniphase from March 2002 to April 2005.
The Company's Board also appointed Christine King, the Company's Chief Executive
Officer, to act as its interim Chief Financial Officer and Raymond Langhaim as
its interim Chief Accounting Officer, each for the period from July 6, 2007, the
previously-announced effective date of the resignation of David A. Henry, the
Company's current Chief Financial Officer, until July 16, 2007. Mr. Langhaim has
been employed as the Company's Vice President and Controller since June 2005.
In connection with hiring Mr. Passarello, the Company also entered into a
compensation arrangement with him pursuant to which he will receive an annual
base salary of $280,000. Mr. Passarello will also receive $50,000 as a one-time
sign-on bonus and will be eligible to receive an annual bonus at a target rate
of 60% of his annual base salary on the attainment of annual performance goals
to be approved by the Board of Directors, with $84,000 of this bonus guaranteed
for the 2007 calendar year.
At the next regularly scheduled Compensation Committee meeting, the Company will
recommend that the Compensation Committee approve the grant to Mr. Passarello of
an option to purchase 200,000 shares of the Company's common stock at an
exercise price equal to the fair market value of a share of the common stock on
the grant date, which will have a 7-year term and will vest and become
exercisable with respect to 1/4 of the shares on the first anniversary of Mr.
Passarello's start date and with respect to 1/48 of the shares each month after
that date. Mr. Passarello will be eligible to receive additional options at the
discretion of the Compensation Committee based on his performance and market
competitiveness. In addition, the Company will recommend that the Compensation
Committee approve the grant to Mr. Passarello of 10,000 time-vesting restricted
stock units, which will vest and become payable one-third of the shares on the
first anniversary of his start date, provided that he remains an employee of or
consultant to the Company at such date, and one-third of the shares on each of
the first and second anniversaries of that date, provided that he remains an
employee of or consultant to the Company at each such date. The Company will
also recommend that the Compensation Committee approve the grant to Mr.
Passarello of 10,000 performance-based restricted stock units, which will begin
vesting only upon the achievement of specified performance goals and, provided
that at least the minimum performance goals are achieved, vest with respect to
1/3 of the shares on March 1, 2008, and with respect to 1/3 of the shares on
each of the next two anniversaries of that date, provided that Mr. Passarello
remains an employee of or consultant to the Company at each such date. These
shares will be subject to the Company achieving specific results on two key
performance metrics, operating margin and revenue for the period commencing on
July 1, 2007 and ending on December 31, 2007. Detailed targets and threshold
performance for the achievement of these grants will be determined by the
Compensation Committee prior to approving this grant.
Mr. Passarello's compensation arrangement also includes change of control
severance provisions. In the event that Mr. Passarello's employment with the
Company is involuntarily terminated, other than for cause or by reason of his
death or disability, within ninety days prior to or two years after a change of
control, the Company shall pay to him the following benefits:
o a lump sum payment in cash equal to the value of his earned but unpaid
annual base salary and other vested but unpaid cash entitlements
through the termination date;
o any other vested benefits earned through the termination date under
any employee benefit plan or arrangement maintained by the Company;
o a cash payment in an amount equal to the sum of his then-current
annual base salary and then-current target bonus;
o a cash payment in an amount equal to the cost to him to purchase COBRA
benefits for the eighteen month period after the termination.
In addition, one-half of his then-outstanding equity awards will accelerate and
become fully vested. The Company will also pay Mr. Passarello's relocation
expenses in connection with his move from Pocatello, ID back to Palo Alto, CA.
Should he remain in the employ of the Company as of the day prior to the
effective date of the change of control, the Company will also pay him a cash
payment equal to three-twelfths of his annual base salary in effect immediately
prior to the change of control.
In addition, the Company agreed to pay Mr. Passarello's relocation expenses in
connection with his move from Palo Alto, CA to Pocatello, ID in accordance with
the Company's established relocation terms and conditions. Mr. Passarello is
also eligible for the various Company benefit plans. These include a group
insurance program which consists of a hospital, surgical, major medical, life,
dependent life, accidental death insurance and dental plan, an annual executive
physical, in addition to the Company's 401(k) Investment Plan.
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a press release regarding Mr. Passarello's appointment, a
copy of which is filed as an exhibit to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit No. Description
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99.1 Press Release Dated June 21, 2007
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.
AMIS HOLDINGS, INC.
Date: June 21, 2007 By: /s/ CHRISTINE KING
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Name: Christine King
Title: Chief Executive Officer