Attached files
| file | filename |
|---|---|
| EX-10.7 - EX-10.7 - ABOVENET INC | v209222_ex10-7.htm |
| EX-10.6 - EX-10.6 - ABOVENET INC | v209222_ex10-6.htm |
| EX-10.3 - EX-10.3 - ABOVENET INC | v209222_ex10-3.htm |
| EX-10.5 - EX-10.5 - ABOVENET INC | v209222_ex10-5.htm |
| EX-99.1 - EX-99.1 - ABOVENET INC | v209222_ex99-1.htm |
| EX-10.4 - EX-10.4 - ABOVENET INC | v209222_ex10-4.htm |
| EX-10.2 - EX-10.2 - ABOVENET INC | v209222_ex10-2.htm |
| EX-10.1 - EX-10.1 - ABOVENET INC | v209222_ex10-1.htm |
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): January 25, 2011
AboveNet, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23269
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11-3168327
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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360
Hamilton Avenue
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White Plains, New
York
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10601
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (914) 421-6700
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Appointment
of Chief Operating Officer
On
January 25, 2011, the Board of Directors of AboveNet, Inc. (the “Company”)
appointed Rajiv Datta as the Company’s Chief Operating Officer. Mr.
Datta, 39, had been serving as the Company’s Senior Vice President and Chief
Technology Officer. He joined the Company in 1998 and has served in a
number of significant technical and engineering positions for the Company,
becoming Vice President in 2002 and promoted to Senior Vice President and Chief
Technology Officer in May 2004. The Company issued a press release
announcing this appointment on January 28, 2011, a copy of which is filed as
Exhibit 99.1 to this Current Report on Form 8-K.
In
connection with this appointment, the Company’s Board of Directors approved the
increase in Mr. Datta’s annual base salary from $302,000 to $400,000 and made a
special grant to Mr. Datta of 15,000 restricted stock units, all of which will
vest and be delivered on November 16, 2011.
Amendment
to Employment Agreements
Each of
William G. LaPerch, Chief Executive Officer and President; Mr. Datta; Joseph P.
Ciavarella, Senior Vice President and Chief Financial Officer; John Jacquay,
Senior Vice President, Sales and Marketing; Douglas Jendras, Senior Vice
President, Operations and Robert Sokota, Senior Vice President and General
Counsel (collectively, the “Named Executive Officers”) is a party to an
employment agreement with the Company, all of which were amended effective as of
January 25, 2011. These amendments (a) extend the term of each Named
Executive Officer’s employment agreement from November 16, 2011 through December
31, 2011 and (b) clarify that if the Named Executive Officer is employed by the
Company on December 31 of the calendar year in which a bonus is being earned,
the Named Executive Officer would be entitled to receive any bonus payable for
that year. Mr. Datta’s employment agreement was also amended to
reflect his new title and base salary. The employment agreements with
each of Messrs. Ciavarella, Jacquay, Jendras and Sokota were also amended to
clarify that if so determined in the discretion of the Company’s Chief Executive
Officer, such officer would report to the Company’s Chief Operating
Officer. Copies of the First Amendment to Employment Agreement
between the Company and each of Messrs. LaPerch, Datta, Ciavarella, Jacquay,
Jendras and Sokota are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6,
respectively, to this Current Report on Form 8-K.
2
Restricted
Stock Unit Grants
In
addition to the special 15,000 restricted stock unit grant to Mr. Datta
described above, on January 25, 2011, the Company’s Board of Directors approved
the following restricted stock unit grants for the Company’s Named Executive
Officers:
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Name
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Position with the Company
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Number of Restricted Stock
Units Granted
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||||
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William
G. LaPerch
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President,
Chief Executive Officer and Director
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65,000 | (1) | |||
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Rajiv
Datta
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Chief
Operating Officer
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45,000 | (2) | |||
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Joseph
P. Ciavarella
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Senior
Vice President and Chief Financial Officer
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21,000 | (3) | |||
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John
Jacquay
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Senior
Vice President, Sales and Marketing
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23,000 | (4) | |||
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Douglas
Jendras
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Senior
Vice President, Operations
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21,000 |
(3)
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|||
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Robert
Sokota
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Senior
Vice President, General Counsel and Secretary
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21,000 | (3) | |||
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(1)
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43,333
restricted stock units vest and will be delivered on November 16, 2012 and
21,667 restricted stock units vest and will be delivered on November 16,
2013.
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(2)
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30,000
restricted stock units vest and will be delivered on November 16, 2012 and
15,000 restricted stock units vest and will be delivered on November 16,
2013.
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(3)
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14,000
restricted stock units vest and will be delivered on November 16, 2012 and
7,000 restricted stock units vest and will be delivered on November 16,
2013.
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(4)
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15,333
restricted stock units vest and will be delivered on November 16, 2012 and
7,667 restricted stock units vest and will be delivered on November 16,
2013.
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All of
the restricted stock unit grants to the Named Executive Officers described in
this Current Report on Form 8-K were made under the Company’s 2008 Equity
Incentive Plan pursuant to stock unit agreements. The fair value of
each restricted stock unit granted was $59.25, based on the closing price of the
Company’s common stock on the New York Stock Exchange on January 25,
2011. A copy of the form of stock unit agreement for each of these
grants is filed as Exhibit 10.7 to this Current Report on Form
8-K.
3
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Item 8.01
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Other
Events.
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Adoption
of Stock Ownership and Retention Guidelines
On
January 25, 2011, the Company’s Board of Directors adopted stock ownership and
retention guidelines for executive officers and directors. These
guidelines are intended to further align the interests of the Company’s
executive officers and directors with the interests of the Company’s
stockholders and to promote the Company’s commitment to sound corporate
governance.
These
guidelines apply to the Company’s named executive officers and such other
officers as shall be designated from time to time by the Company’s Board
(“Executive Officers”) and directors and will apply to each Executive Officer
for so long as he is employed by the Company and will apply to each director for
so long as he is serving as a director.
The
Company’s Chief Executive Officer is required to hold shares of the Company’s
common stock having a value that is at least three times his annual base salary
(the “Minimum Stock Holding Value”). In the event that the value of
the Chief Executive Officer’s common stock holdings are below the Minimum Stock
Holding Value, the Chief Executive Officer is required to retain 100% of his Net
Profit Shares (as defined below) until such time as the value of his common
stock holdings shall at least equal the Minimum Stock Holding
Value. Shares that may count toward satisfaction of these guidelines
applicable to the Chief Executive Officer are: (i) shares owned outright or
acquired (including Net Profit Shares) by the Chief Executive Officer and any of
his immediate family members residing in his household and (ii) shares held in
trust for the benefit of the Chief Executive Officer and/or the immediate family
members covered by (i). Shares underlying options, whether or not
vested, and unvested equity awards do not count toward satisfaction of these
guidelines.
Except as
provided below, with respect to any compensatory equity grants made to an
Executive Officer on or after January 25, 2011 (the effective date of the
guidelines), each Executive Officer is required to retain ownership of 50% of
his Net Profit Shares for the two (2) year period following the vesting of the
related shares. In the case of any person who is not an Executive
Officer on January 25, 2011, the foregoing two (2) year holding period will not
apply to Net Profit Shares relating to any compensatory equity grants made to
such person before he or she became subject to the guidelines. Each
director is required to retain ownership of 50% of his Net Profit Shares for the
two (2) year period following the vesting of the related shares. This
holding period applies to all compensatory grants made to the directors that
vest on or after January 1, 2012, whether granted prior to the adoption of the
guidelines or afterwards.
“Net
Profit Shares” is defined in the guidelines to mean the shares of common stock
received as compensation pursuant to exercised stock options or vested
restricted stock units, vested restricted stock or earned and vested performance
shares, reduced by the number of shares having a value on the date on which
withholding taxes shall become due in respect of such shares (whether as the
result of delivery, vesting or otherwise) equaling the Company’s minimum
federal, state and local tax withholding requirements in respect of such shares
and further reduced by the number of shares having a value equal to the exercise
price of any stock options exercised. For purposes of these
guidelines, shares of common stock are valued at the closing price of the common
stock on the New York Stock Exchange on the relevant measurement
date.
4
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Item 9.01
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Financial
Statement and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Exhibit Description
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10.1
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between William G. LaPerch and AboveNet, Inc.
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10.2
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Rajiv Datta and AboveNet, Inc.
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10.3
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Joseph P. Ciavarella and AboveNet, Inc.
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10.4
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between John Jacquay and AboveNet, Inc.
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10.5
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Douglas Jendras and AboveNet, Inc.
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10.6
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Robert Sokota and AboveNet, Inc.
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10.7
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Form
Stock Unit Agreement for January 25, 2011 Grants.
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99.1
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Press
Release issued January 28,
2011.
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5
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.
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ABOVENET,
INC.
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|||
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Date:
January 28, 2011
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By:
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/s/ Robert
Sokota
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Robert
Sokota
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|||
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Senior
Vice President and General Counsel
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6
EXHIBIT INDEX
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Exhibit No.
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Exhibit Description
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10.1
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between William G. LaPerch and AboveNet, Inc.
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10.2
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Rajiv Datta and AboveNet, Inc.
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10.3
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Joseph P. Ciavarella and AboveNet, Inc.
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10.4
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between John Jacquay and AboveNet, Inc.
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10.5
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Douglas Jendras and AboveNet, Inc.
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10.6
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First
Amendment to Employment Agreement, effective as of January 25, 2011, by
and between Robert Sokota and AboveNet, Inc.
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10.7
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Form
Stock Unit Agreement for January 25, 2011 Grants.
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99.1
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Press
Release issued January 28,
2011.
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