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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 EXCHANGE ACT OF 1934
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DATE OF REPORT: AUGUST 12, 2005
DATE OF EARLIEST EVENT REPORTED: AUGUST 10, 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
incorporation) Number)
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))
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Item 1.01. Entry Into a Material Definitive Agreement.
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On August 10, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of CommScope, Inc. (the "Company")
increased the annual base salary for certain officers of the Company,
effective as of August 21, 2005. The named executive officers and their
respective salaries are as follows:
NAME AND PRINCIPAL POSITION SALARY
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Frank M. Drendel $ 672,000
Chairman and Chief Executive
Officer
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Brian D. Garrett
President and Chief Operating $ 437,000
Officer
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Jearld L. Leonhardt
Executive Vice President and $ 330,000
Chief Financial Officer
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Randall W. Crenshaw
Executive Vice President and $ 318,000
General Manager, Enterprise
In addition, the Compensation Committee increased the amount of the
annual retainer to be paid to non-employee directors of the Company to
$45,000, and increased the amount of the annual retainer to be paid to
non-employee directors of the Company who serve as committee chairpersons
to $50,000, effective as of October 1, 2005.
Item 8.01. Other Events.
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On August 10, 2005, the Compensation Committee took action with
respect to certain stock option agreements with employees, including named
executive officers, to provide that the unvested portions of the options
covered by such agreements will be immediately vested and exercisable. The
total number of shares of the Company's common stock, par value $0.01 per
share, underlying options for which vesting has been accelerated was
approximately 2.1 million shares as of August 10, 2005. These stock options
have a weighted average exercise price of approximately $17.54 and a
remaining weighted average vesting period of approximately 2 years.
In determining whether it would accelerate the vesting of the options,
the Compensation Committee considered its compensation and incentive
objectives, as well as the financial and accounting issues resulting from
accelerating the vesting of the options prior to the effective date of FAS
123(R). The Company determined that its compensation and incentive
objectives would be met, with only an immaterial impact expected on the
third quarter 2005 accounting and financial reporting treatment, by
accelerating the vesting of certain unvested stock options which were
granted to employees during calendar years 2003 and 2004 and during
calendar year 2005 through August 10, 2005. The last option grant to
employees made prior to this action occurred on February 25, 2005. Had the
Company not accelerated the vesting of these options, the Company expects
that it would have recognized approximately $6.2 million of long-term
incentive compensation expense, net of tax, over the remaining period over
which the options would have vested.
Options held by named executive officers were accelerated as follows:
NUMBER OF SHARES
UNDERLYING
ACCELERATED
NAME AND PRINCIPAL POSITION OPTIONS
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Frank M. Drendel 242,400
Chairman and Chief
Executive
Officer
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Brian D. Garrett 90,634
President and Chief
Operating
Officer
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Jearld L. Leonhardt 60,434
Executive Vice
President and
Chief Financial Officer
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Randall W. Crenshaw 44,654
Executive Vice
President and
General Manager,
Enterprise
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: August 12, 2005
COMMSCOPE, INC.
By: /s/ Jearld L. Leonhardt
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Jearld L. Leonhardt
Executive Vice President and Chief
Financial Officer