================================================================================
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: MARCH 24, 2005
DATE OF EARLIEST EVENT REPORTED: MARCH 23, 2005
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12929 36-4135495
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1100 COMMSCOPE PLACE, SE
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (828) 324-2200
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 1.01. Entry Into a Material Definitive Agreement.
------------------------------------------
On March 23, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of CommScope, Inc. (the "Company")
established (i) the classes and number of employees (which includes the
Company's executive officers) eligible to receive an award under the
Company's Annual Incentive Plan (the "AIP") with respect to the 2005
performance year, (ii) the aggregate target award for each employee class
with respect to the 2005 performance year, and (iii) the maximum award
payable under the AIP with respect to the 2005 performance year to any
employee class.
In addition, the Compensation Committee determined that the Financial
Targets (as such term is defined in the AIP) for the 2005 performance year
will be expressed in terms of EBITDA for either the Company or one of its
operating units, as applicable. The term "EBITDA" is defined as operating
income (or loss) as appears on the Company's consolidated statement of
operations for 2005, increased or decreased by certain specified items.
Amounts payable under the AIP with respect to the 2005 performance
year can range from 0% to 150% of the targeted awards (from 0% to 333% of
the targeted award in the case of the Chief Executive Officer), based on
the extent to which actual EBITDA meets, exceeds or is below the applicable
Financial Target.
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 hereunto duly authorized.
Dated: March 24, 2005
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
-------------------------------------
Frank B. Wyatt, II
Senior Vice President, General
Counsel and Secretary