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ESIO > SEC Filings for ESIO > Form 8-K on 31-Jan-2013All Recent SEC Filings

Show all filings for ELECTRO SCIENTIFIC INDUSTRIES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ELECTRO SCIENTIFIC INDUSTRIES INC


31-Jan-2013

Results of Operations and Financial Condition, Change in Direct


Item 2.02 Results of Operations and Financial Condition

On January 31, 2013, Electro Scientific Industries, Inc. (the "Company") announced its financial results for the third quarter of fiscal 2013. The Company's press release announcing this event is attached hereto as Exhibit 99.1 and incorporated herein by reference.



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

On January 30, 2013, the Compensation Committee of the Board of Directors of the Company, in accordance with the terms of the Company's 2004 Stock Incentive Plan, approved adjustments to outstanding stock options and stock-settled stock appreciation rights intended to preserve the value of the awards as a result of the $2.00 special dividend paid by the Company on December 27, 2012. As required by applicable tax rules, the exercise prices of awards with an exercise price of $11.70 (the closing market price on December 10, 2012, the day immediately prior to the ex-dividend date) or less were reduced by multiplying the exercise price by .8786, the ratio of the official closing price on the NASDAQ stock market on the ex-dividend date to the official closing price on the NASDAQ stock market on the day immediately prior to the ex-dividend date. Awards with an exercise price greater than $11.70 were adjusted to reduce the exercise price by $0.80, the Compensation Committee's determination of the impact of the dividend on the value of the awards.

The adjustment to awards of options and stock settled stock appreciation rights issued to our principal executive officer, principal financial officer and other named executive officers were as follows:

                                                 Shares
                                           Underlying Awards             Exercise Price          Exercise Price
Officer                                  at each Exercise Price          Pre-Adjustment          Post-Adjustment
Nicholas Konidaris,                                        3,921        $          25.50        $           24.70
President and                                             17,652        $          22.66        $           21.86
Chief Executive Officer                                    6,031        $          16.58        $           15.78
                                                         420,000        $          25.71        $           24.91
                                                          36,079        $          25.50        $           24.70
                                                         100,000        $          19.42        $           18.62
                                                          70,000        $          20.00        $           19.20
                                                          22,348        $          22.66        $           21.86
                                                          33,969        $          16.58        $           15.78
                                                         150,000        $           8.26        $            7.26
                                                          65,000        $          14.64        $           13.84
                                                          64,000        $          18.82        $           18.02
Paul Oldham                                               15,000        $          16.58        $           15.78
Vice President of Finance                                 80,000        $          18.91        $           18.11
and Administration,                                       90,000        $           8.26        $            7.26
Chief Financial Officer                                   17,000        $          14.64        $           13.84
                                                          18,000        $          18.82        $           18.02

--------------------------------------------------------------------------------
             Robert DeBakker                14,000     $  22.83     $  22.03
             Vice President of               6,636     $  16.58     $  15.78
             Worldwide Operations           50,000     $  17.32     $  16.52
                                            38,000     $  19.84     $  19.04
                                            35,000     $  20.00     $  19.20
                                             5,364     $  16.58     $  15.78
                                            50,000     $   8.26     $   7.26
                                            11,000     $  14.64     $  13.84
                                             8,000     $  18.82     $  18.02
             Kerry Mustoe                    7,500     $  20.16     $  19.36
             Vice President of Finance,        976     $  25.00     $  24.20
             Corporate Controller and       10,000     $  22.83     $  22.03
             Chief Accounting Officer        8,000     $  16.58     $  15.78
                                             7,024     $  25.00     $  24.20
                                             9,000     $  16.92     $  16.12
                                            15,000     $  19.84     $  19.04
                                            20,000     $  20.00     $  19.20
                                            35,000     $   8.26     $   7.26
                                            10,000     $  14.64     $  13.84
                                             8,000     $  18.82     $  18.02
             Bing-Fai Wong                   3,250     $  16.58     $  15.78
             Vice President of              10,000     $  25.00     $  24.20
             Customer Operations            26,000     $  19.84     $  19.04
                                             8,667     $  20.00     $  19.20
                                            40,000     $   8.26     $   7.26
                                            11,000     $  14.64     $  13.84
                                            12,000     $  18.82     $  18.02



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated January 31, 2013


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