UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): December 18, 2007

 

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

(Registrant's Telephone Number, Including Area Code)

 

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:

 

 

 

 

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Item 5.02.        Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)       Pursuant to the terms of the 2006 Incentive Stock Plan, as amended (the "Plan"), on December 18, 2007, the Compensation Committee approved grants of non-qualified stock options to certain officers to purchase shares of the Company's common stock, par value $.10 per share (the "Company Common Stock"), at a price of $13.32 per share, representing the closing price of the Company Common Stock as reported on the New York Stock Exchange on December 18, 2007, which the Board determined to be the fair market value of the Company Common Stock on the date of grant. In addition, the Compensation Committee approved a grant to certain officers of restricted stock units. The stock options and restricted stock units were granted for the purpose of more closely aligning the interests of the grantees with the interests of the Company's stockholders and providing an increased incentive for those individuals to work for the Company's long-term success. The Named Executive Officers (taken from the Company's Proxy Statement dated February 28, 2007) who received non-qualified stock options and/or restricted stock units are identified below.

 

               The restricted stock units were granted in two groups. Under Option 1, if a certain performance goal is met, the restricted stock units awarded will be considered earned in full but if the performance goal is not met, the restricted stock units awarded will be forfeited. Option 2 has the same terms as those of Option 1, except that if the Company's performance falls short of the performance goal but exceeds a certain minimum performance threshold, one-half of the restricted stock units will be considered earned and the balance will be forfeited. The performance goal for Option 1 was set at the target growth rate of 10% per year. The performance goal and the minimum performance threshold in Option 2 were set at target growth rates of 20% and 15%, respectively. The earned portion of restricted stock units will vest in five

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equal annual installments beginning on the 15^th day of the third month of the Company's fiscal year 2012, provided that the participants continue to serve until the applicable date and no cause for the termination of employment exists at the applicable date. If a change in control occurs, all of the restricted stock units will be considered to be earned, subject to vesting, forfeiture and pro-ration as provided in the Restricted Stock Unit Agreements.

 

The non-qualified stock options expire on December 17, 2017. Such stock options will be considered earned in full if the performance goal described below is met. If such performance goal is not met but the Company’s performance exceeds the minimum performance threshold described below, one-half of the options will be considered earned and the balance will be forfeited. If the Company's performance falls short of the minimum performance threshold, the options will be forfeited. The performance goal and the minimum performance threshold were set at the target growth rates of 20% and 15%, respectively.  The earned portion of non-qualified stock options will vest in four equal annual installments beginning on the 15^th day of the third month of the Company's fiscal year 2013, provided that the participants continue to serve until the applicable date and no cause for the termination of employment exists at the applicable date. If a change in control occurs, all of the non-qualified stock options will be considered to be earned, subject to vesting, forfeiture and pro-ration as provided in the Non-Qualified Stock Option Agreements.

 

The foregoing description of restricted stock units and non-qualified stock options is a summary only and is qualified in its entirety by reference to the full text of Restricted Stock Unit Agreements and Non-qualified Stock Option Agreements, as applicable, the forms of which are attached hereto as Exhibits 10.1, 10.2 and 10.3, and are incorporated into this Item 5.02 by reference.

 

On December 18, 2007, the Compensation Committee also approved an increase in the base salary of  Steven A. Shaw,  President and Chief Executive Officer, from $520,000 to $575,000, effective January 1, 2008.

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Item 5.03.        Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)       The New York Stock Exchange ("NYSE") has adopted a requirement that all listed companies must become "DRS Eligible" by January 1, 2008. A DRS permits an investor's ownership to be recorded on the books of the issuer without the issuance of a physical stock certificate. Issuers do not have to participate in DRS at this time, but must be declared eligible. Although the Company has decided that it will not participate in DRS at this time, on December 18, 2007, the Board of Directors of the Company amended the Company's Bylaws, effective the same day, to permit book entry ownership of shares, in order for the Company to become "DRS Eligible".

To effect such amendment Article 5 (Shares) of the Corporation’s By-laws was deleted in its entirety and amended to read as follows:

 

 

 

 

 

The Company’s Bylaws, as amended through December 18, 2007, are attached hereto as Exhibit 3.2 and are incorporated herein by reference.

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S I G N A T U R E S

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

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EXHIBIT INDEX

 

   

 

3.2

Bylaws of Volt Information Sciences, Inc., as amended through December 18, 2007