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| EGLT > SEC Filings for EGLT > Form 8-K on 5-Sep-2008 | All Recent SEC Filings |
5-Sep-2008
Other Events
Fiscal 2008 Bonus Awards
On August 30, 2008, pursuant to the terms of the Eagle Test Systems, Inc.
2008 Management Bonus Plan (the "Bonus Plan"), the Compensation Committee of the
Board of Directors (the "Compensation Committee") of Eagle Test Systems, Inc.
(the "Company") approved bonus awards for the fiscal year ending September 30,
2008 ("Fiscal 2008") for the Chief Executive Officer and President, the Chief
Operating Officer and Executive Vice President, the Chief Financial Officer, and
Chief Technical Officer and Vice President of Technical Solutions, and other
officers approved for participation in the Bonus Plan by the Compensation
Committee (each a "Participant"). These bonus awards are conditioned upon each
Participant being employed by the Company as of September 30, 2008, and shall be
paid to the Participants thereafter. The Bonus Plan established an aggregate
bonus pool allocable to Participants based upon the Company's year-to-date
financial performance and an estimate of the Company's Fiscal 2008 operating
income. Individual bonus awards were then determined by the Compensation
Committee based upon the attainment of Company financial performance targets, as
well as individual performance goals (collectively, the "Performance Goals").
The bonus awards for Fiscal 2008 for each of the Chief Executive Officer and
President (Len Foxman), the Chief Operating Officer and Executive Vice President
(Ted Foxman), the Chief Financial Officer (Steve Hawrysz), and Chief Technical
Officer and Vice President of Technical Solutions (Jack Weimer) are $425,000,
$300,480, $102,000 and $98,000, respectively.
On September 1, 2008, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Teradyne, Inc., a Massachusetts corporation
("Buyer"), and Turin Acquisition Corp., a Delaware corporation and a wholly
owned subsidiary of Buyer ("Merger Sub"). Subject to the terms of the Merger
Agreement, Merger Sub will merge with and into the Company, with the Company
being the surviving entity and continuing as a wholly owned subsidiary of Buyer
(the "Merger"). The Compensation Committee determined that it would be advisable
to determine and approve bonus awards for fiscal 2008 prior to executing the
Merger Agreement. The Bonus Plan provides that the Performance Goals will be
measured at the end of the fiscal year after the preparation of the Company's
audited financial statements. However, the Bonus Plan also provides that the
Compensation Committee may amend or terminate the Bonus Plan at any time. Due to
the pending Merger, the Compensation Committee amended this provision of the
Bonus Plan to permit the Performance Goals to be measured based upon the
Company's year-to-date financial performance and an estimate of the Company's
fiscal 2008 operating income.
First Quarter Fiscal 2009 Bonus Awards
On August 30, 2008 the Compensation Committee also amended the Bonus Plan to
provide that the Performance Goals will be measured and bonus awards will be
approved at the end of three month period ending December 31, 2008 after the
preparation of the Company's unaudited financial statements. This amendment is
subject to and conditioned upon the consummation of the Merger. Buyer's fiscal
year ends on December 31 of each year and the Company's fiscal year ends on
September 30 of each year. As a result, any Participant who remains as an
employee of Buyer following the consummation of the Merger will not be eligible
to participate in Buyer's bonus plan until January 1, 2009. In order to
appropriately compensate such individuals for their employment during the three
month period ending December 31, 2008, and at Buyer's request, the Compensation
Committee approved this amendment to the Bonus Plan (subject to and conditioned
upon the consummation of the Merger).
Additional Information about the Merger and Where to Find It
In connection with the Merger, the Company intends to file a proxy statement
with the Securities and Exchange Commission (the "SEC"). Investors and security
holders of the Company are urged to read the proxy statement and the other
relevant material when they become available because they will contain important
information about the Company, Buyer and the proposed transaction. The proxy
statement and other relevant materials (when they become available), and any and
all documents filed by the Company with the SEC, may be obtained free of charge
at the SEC's web site at www.sec.gov. In addition, investors and security
holders may obtain free copies of the documents filed with the SEC by the
Company by directing a written request to Eagle Test Systems, Inc., 2200
Millbrook Drive, Buffalo Grove, Illinois 60089, Attention: Investor Relations.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE
OTHER
RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTIONS.
The Company, its executive officers and directors may be deemed to be
participants in the solicitation of proxies from the security holders of the
Company in connection with the merger. Information about those executive
officers and directors of the Company and their ownership of Company common
stock is set forth in the proxy statement for the Company's 2008 Annual Meeting
of Stockholders, which was filed with the SEC on December 28, 2007, and is
supplemented by other public filings made, and to be made, with the SEC by the
Company. Investors and security holders may obtain additional information
regarding the direct and indirect interests of the Company, Buyer and their
respective executive officers and directors in the merger by reading the proxy
statement and other public filings referred to above.
Forward Looking Statements
Certain items in this report may constitute forward-looking statements within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's current
expectations and beliefs and are subject to a number of trends and uncertainties
that could cause actual results to differ materially from those described in the
forward-looking statements. The Company can give no assurance that expectations
will be attained. Factors that could cause actual results to differ materially
from the Company's expectations include, but are not limited to, the ability to
complete the merger in light of the various closing conditions, including those
conditions related to regulatory approvals; the expected timing of the
completion of the merger; the impact of the announcement or the closing of the
merger on the Company's relationships with its employees, existing customers or
potential future customers; adverse changes in the mortgage-backed securities
market, the mortgage lending industry or the housing market; the level of
competition for the Company's services; the loss of one or more of the Company's
largest clients; the Company's ability to maintain its professional reputation;
management's ability to execute the Company's business strategy; and other risks
detailed in the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on December 6, 2007 and other reports filed with the
Securities and Exchange Commission. Such forward-looking statements speak only
as of the date of this press release. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the
Company's expectations with regard thereto or change in events, conditions, or
circumstances on which any such statement is based.
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