BOSTON 2295276v1
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): October 1, 2004
Red Hat, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-26281 06-1364380
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(Commission File Number) (IRS Employer Identification No.)
1801 Varsity Drive, Raleigh, North Carolina 27606
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(Address of Principal Executive Offices) (Zip Code)
(919) 754-3700
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On October 1, 2004, the Board of Directors of Red Hat, Inc. (the "Registrant")
appointed Edward R. Kozel to serve on the Registrant's Board of Directors. Mr.
Kozel has not been named to any committees of the Registrant's Board of
Directors. In accordance with the Registrant's 2004 Director Compensation Plan,
Mr. Kozel will be eligible to receive an annual cash payment and equity awards.
Prior to his appointment to the Registrant's Board of Directors, Mr. Kozel, age
49, served as Managing Director of Integrated Finance Ltd, a retail financial
services company, from March 2001 to January 2004. From January 2001 through
March 2001, Mr. Kozel served as a consultant for Cisco Systems, Inc., an
Internet networking company. From December 1999 to January 2001, Mr. Kozel
served as Managing Director for Open Range LLC, a private venture fund.
A copy of the press release announcing Mr. Kozel's appointment to the Board of
Directors is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 - Press Release, dated October 4, 2004
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: October 4, 2004 RED HAT, INC.
By: /s/ DeLisa K. Alexander
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Name: DeLisa K. Alexander
Title: Assistant Secretary
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated October 4, 2004