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: May 12, 2006
(Date of earliest event reported)
LASERCARD CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 0-06377 77-0176309
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
1875 N. SHORELINE BOULEVARD, MOUNTAIN VIEW, CALIFORNIA 94043
(Addresses of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (650) 969-4428
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: o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Signatures
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 12, 2006, the Compensation Committee of Registrant's Board of Directors
recommended to the independent directors and the independent directors approved
management bonuses for fiscal 2006 and a bonus plan for fiscal 2007. For fiscal
2006, bonuses aggregating $770,215 were approved for all management employees,
including bonuses of $241,713 for Richard M. Haddock, President and CEO;
$182,918 for Christopher J. Dyball, Chief Operating Officer; $137,842 for Steven
G. Larson, Chief Financial Officer; and $96,685 for Stephen Price-Francis, Vice
President, Sales and Marketing. These bonuses were determined based upon whether
the officers met their Management by Objectives ("MBOs") and how the Company
performed in terms of meeting the annual revenue growth and profit targets set
forth in the annual operating plan. The bonus plan for fiscal 2007 provides for
bonuses based on 100% achievement of target goal levels as a function of base
salaries for fiscal 2007, which were adjusted as follows:
Mr. Haddock: bonus at target of 70% of base salary of $350,000 Mr. Dyball: bonus
at target of 50% of base salary of $305,000 Mr. Larson: bonus at target of 50%
of base salary of $265,000 Mr. Price-Francis: bonus at target of 45% of base
salary of $192,000.
The bonuses are to be a function of Registrant's revenue achievement (30%) and
pre-tax earnings (30%) relative to the annual operating plan; the individual
officer's MBO accomplishment (20%); and board discretion (20%). The bonuses can
range from zero to 150% of target based on Company performance. In addition, all
automobile-related benefits for the officers were terminated and Mr. Haddock was
given the 1997 vintage car which the Company had owned and been providing him
usage of. Finally, options grants of 75,000 for Mr. Haddock, 50,000 for Mr.
Dyball, 40,000 for Mr. Larson, and 25,000 for Mr. Price-Francis were approved,
with three-quarters of such options to be granted on May 24, 2006, and, subject
to stockholder approval at the annual stockholders meeting of an increase in the
shares reserved under the Company's 2004 Equity Incentive Compensation Plan, the
remaining one-quarter to be granted on September 22, 2006.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned, hereunto duly authorized on the 18th
day of May, 2006.
LASERCARD CORPORATION
(Registrant)
By: /s/ STEVEN G. LARSON
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Steven G. Larson
Vice President, Finance and Chief Financial Officer