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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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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 28, 2005
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BLUE COAT SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware 000-28139 91-1715963
(State or Other Jurisdiction (Commission File I.R.S. Employer
of Incorporation) Number) Identification Number)
650 Almanor Avenue
Sunnyvale, California 94085
(408) 220-2200
(Addresses, including zip code, and telephone numbers, including area code,
of principal executive offices)
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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))
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Item 1.01. Entry into a Material Definitive Agreement.
Mr. Royal's offer letter with Blue Coat provides for an annual base salary of
$300,000. He is eligible to participate in Blue Coat's executive/management
bonus plan and entitled to standard Blue Coat employee benefits. Mr. Royal will
be granted an option to purchase 75,000 shares of Common Stock, which vest 25%
after twelve months of service and the balance on a monthly basis over the next
thirty-six months of service and are subject to the terms and conditions of the
Company's 1999 Stock Incentive Plan. Mr. Royal's employment with Blue Coat is on
an at-will basis.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On April 28, 2005, Blue Coat Systems, Inc., a Delaware
corporation ("Blue Coat"), announced that it has appointed Kevin S. Royal, 40,
to serve as Blue Coat's Chief Financial Officer, beginning on May 2, 2005.
Mr. Royal was employed by Novellus Systems, Inc., an S&P 500
company that manufactures, markets and services semiconductor capital equipment,
from December 1996 to April 28, 2005. From January 2002 to April 28, 2005, Mr.
Royal served as Vice President and Chief Financial Officer, and from August 1999
to January 2002, he served as Vice President and Corporate Controller. Prior to
that time, Mr. Royal held various financial positions at Novellus. Mr. Royal
worked as an auditor for Ernst & Young LLP from September 1986 to December 1996.
Mr. Royal has a B.S. in business administration from Harding University.
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.
BLUE COAT SYSTEMS, INC.
DATE: April 28, 2005 By: /s/ Brian NeSmith
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Brian NeSmith, President and
Chief Executive Officer
(Principal Executive Officer)