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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: MARCH 1, 2006
DATE OF EARLIEST EVENT REPORTED: FEBRUARY 23, 2006
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 February 23, 2006, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of CommScope, Inc. (the "Company")
increased the annual base salaries for certain officers of the Company,
effective as of April 1, 2006. The named executive officers and their new
respective salaries are as follows:
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Name and Principal Position Salary
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Frank M. Drendel
Chairman and Chief Executive $740,000
Officer
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Brian D. Garrett
President and Chief Operating $490,000
Officer
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Jearld L. Leonhardt
Executive Vice President and $360,000
Chief Financial Officer
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Randall W. Crenshaw
Executive Vice President and $330,000
General Manager, Enterprise
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Edward A. Hally
Executive Vice President and $300,000
General Manager,
Carrier/Wireless
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On February 24, 2006, the Compensation Committee amended and
restated the CommScope, Inc. Supplemental Executive Retirement Plan (the
"SERP"). The SERP is an unfunded nonqualified defined contribution benefit
plan maintained for the benefit of a select group of management and/or
highly compensated employees of the Company and its subsidiaries that
provides for retirement benefits payable out of amounts credited to a
participant's account and earnings thereon. The amendment and restatement
reflects recently released proposed regulations promulgated under Section
409A of Internal Revenue Code (the "Proposed Regulations"). The amended and
restated SERP, attached as Exhibit 10.1, provides that a participant will
generally receive the full value of his SERP account balance upon his
retirement although the participant may defer receipt of his SERP account
balance in accordance with the subsequent deferral rules under the Proposed
Regulations.
On February 24, 2006, the Compensation Committee approved a
special one-time bonus of $100,000 to Edward A. Hally, Executive Vice
President and General Manager, Carrier/Wireless for his extraordinary
service during 2005. The award will be paid in March 2006.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
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(b) On February 23, 2006, Duncan M. Faircloth, currently a Class III
director of the Company, informed the Board of Directors of his intention
to retire as a director of the Company and member of each of the Audit,
Compensation and Nominating and Corporate Governance Committees of Board of
Directors, effective as of the expiration of his current three-year term as
director on the date of the Company's 2006 Annual Meeting of Stockholders
(the "Annual Meeting"). As a result, Mr. Faircloth will not stand for
re-election at the Annual Meeting.
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 1, 2006
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
Frank B. Wyatt, II
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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10.1 Commscope, Inc. Supplemental Executive Retirement Plan,
as amended and restated effective February 24, 2006