Attached files
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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 2, 2011
ROFIN-SINAR TECHNOLOGIES INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-21377 38-3306461
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(State of other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
40984 Concept Drive, Plymouth, MI 48170
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(Address of principal executive offices) (Zip Code)
(734) 455-5400
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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 8.01 Other Events
On January 12, 2011, the Compensation Committee of Rofin-Sinar Technologies
Inc. (the "Company"), approved an amendment to the Company's Rofin-Sinar
Technologies Inc. 2007 Incentive Stock Plan (the "Plan"), subject to
shareholder approval. On or about January 21, 2011, the Company made
available a proxy statement to its shareholders describing the matters to be
voted on at the annual meeting to be held on March 16, 2011, including the
approval of the Plan.
After mailing the proxy statement, the Company was informed by International
Shareholder Services that the Plan previously approved by the Company's
Compensation Committee resulted in an unfavorable rating of the Plan due to
the fact that (i) the definition of a change in control including merger
transactions approved by the Board of Directors but not consummated and (ii)
the Plan permitted the accelerated vesting of awards under the Plan on a
change in control, regardless of whether any adverse employment action
resulted with respect to the subject executive. On February 24, 2011, the
Board approved an amendment to the Plan solely to address these concerns.
A copy of the Plan, as revised with this modification, is filed as Exhibit
99.1 to this Current Report on Form 8-K.
Any vote "FOR" or "Against" the original Plan proposal using the proxy card
previously made available to the shareholders of record by the Company or the
voting instruction card made available to the beneficial owners by their
brokerage form, bank, broker-dealer, trustee or nominee will be counted as a
vote "FOR" or "Against" the Plan as amended by the Amendment, respectively.
Any shareholder of record who already voted on the Plan proposal and wishes
to change his, her or its vote can do so by (i) properly executing a proxy of
alter date, by phone, internet or mail; (ii) delivering an executed, written
notice of revocation to the Company's Secretary, at our principal executive
offices, attention: Cindy Denis, 40984 Concept Drive, Plymouth MI 48170 or a
duly executed proxy bearing a date subsequent to his or her original proxy
prior to the date of the Annual Meeting, or (iii) attending the Annual
Meeting and voting in person.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
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99.1 Rofin-Sinar Technologies Inc. 2007 Incentive Stock Plan
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 thereunto duly authorized.
Rofin-Sinar Technologies Inc.
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(Registrant)
Date: March 2, 2011 /s/ Gunther Braun
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Gunther Braun
Chief Executive Officer
and President