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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: DECEMBER 15, 2005
DATE OF EARLIEST EVENT REPORTED: DECEMBER 14, 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))
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Item 1.01. Entry Into a Material Definitive Agreement.
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On December 14, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of CommScope, Inc. (the "Company")
approved an amendment to the Company's form of Non-Qualified Stock Option
Agreement to, among other things, amend the vesting treatment for optionees
who retire prior to the date that the options granted to them under the
Company's Long Term Incentive Plan (the "LTIP") vest. Effective for options
granted on and after December 14, 2005, options will not automatically vest
upon an optionee's retirement at age 65, but will remain outstanding and
will be eligible to vest in accordance with the schedule provided in the
Stock Option Agreement provided the optionee complies with certain
post-employment covenants.
On December 14, 2005, the Compensation Committee also approved the
Company's form of Employee Performance Unit Award Agreement and Employee
Phantom Stock Agreement. The Performance Unit Award Agreement provides that
a grantee will be eligible to receive shares of Company common stock upon
the third anniversary of the date of grant in respect of performance units
which have vested as a result of the Company's performance during the
applicable performance period. The relevant performance measure under the
Performance Unit Award Agreement is the ratio of operating income, subject
to certain adjustments, to revenue. The Phantom Stock Agreement provides
that a grantee will be eligible to receive shares of Company common stock
upon the third anniversary of the date of grant provided the grantee
remains employed with the Company.
The form of Non-Qualified Stock Option Agreement, Employee Performance
Unit Agreement and Employee Phantom Stock Agreement are each attached
hereto as an exhibit.
The options and performance units granted to our named executive
officers on December 14, 2005 are as follows (no executive officers were
granted phantom stock):
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Name and Title Options Performance Units Granted
Granted -------------- ------------ -----------
Threshold Target Maximum
Performance Performance Performance
----------------------------------- ---------- ------------ ------------ -----------
Frank M. Drendel
Chairman and Chief Executive
Officer 74,800 22,600 45,200 67,800
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Brian D. Garrett
President and Chief Operating 23,300 7,050 14,100 21,150
Officer
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Jearld L. Leonhardt
Executive Vice President Finance 16,200 4,900 9,800 14,700
and Chief Financial Officer
----------------------------------- ---------- ------------ ------------ -----------
Randall W. Crenshaw
Executive Vice President and
General Manager, Enterprise 7,080 4,320 8,640 12,960
----------------------------------- ---------- ------------ ------------ -----------
In addition, the Compensation Committee (i) granted options to purchase
31,220 shares of our common stock to our other executive officers and (ii)
granted 38,160 performance units to our other executive officers which will
vest if target performance levels are achieved. (Our other executive
officers will vest in 19,080 performance units if threshold performance
levels are achieved and 57,240 performance units if the maximum performance
levels are achieved.)
The Compensation Committee also reviewed the rate at which earnings are
credited to participants' accounts under the Company's Supplemental
Executive Retirement Plan and determined that the rate at which earnings
are credited should be set at 6% instead of 7%.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Description
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10.1 Form of Non-Qualified Stock Option Agreement.
10.2 Form of Employee Performance Unit Award Agreement.
10.3 Form of Employee Phantom Stock Agreement.
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: December 15, 2005
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Frank B. Wyatt, II
Senior Vice President, General Counsel
and Secretary
Index of Exhibits
Exhibit No. Description
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10.1 Form of Non-Qualified Stock Option Agreement
10.2 Form of Employee Performance Unit Award Agreement
10.3 Form of Employee Phantom Stock Agreement