UNITED STATES
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
AUGUST 30, 2008
Date of Report (Date of earliest event reported)
EAGLE TEST SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-51828
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36-2917389 |
| (State or Other Jurisdiction
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(Commission File No.)
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(IRS Employer |
| of Incorporation)
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Identification No.) |
2200 Millbrook Drive
Buffalo Grove, Illinois 60089
(Address of Principal Executive Offices, including Zip Code)
Registrant’s telephone number, including area code: (847) 367-8282
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Fiscal 2008 Bonus Awards
On August 30, 2008, pursuant to the terms of the Eagle Test Systems, Inc. 2008 Management
Bonus Plan (the “Bonus Plan”), the Compensation Committee of the Board of Directors (the
“Compensation Committee”) of Eagle Test Systems, Inc. (the “Company”) approved bonus awards for
the fiscal year ending September 30, 2008 (“Fiscal 2008”)
for the Chief Executive Officer and President, the Chief Operating Officer and
Executive Vice President, the Chief Financial Officer, and Chief Technical Officer and Vice
President of Technical Solutions, and other officers approved for participation in the Bonus Plan
by the Compensation Committee (each a “Participant”). These bonus awards are conditioned upon each
Participant being employed by the Company as of September 30, 2008, and shall be paid to the
Participants thereafter. The Bonus Plan established an aggregate bonus pool allocable to
Participants based upon the Company’s year-to-date financial
performance and an estimate of the Company’s Fiscal 2008 operating income.
Individual bonus awards were then determined by the Compensation Committee based upon the
attainment of Company financial performance targets, as well as individual performance goals
(collectively, the “Performance Goals”). The bonus awards for Fiscal 2008 for each of the Chief
Executive Officer and President (Len Foxman), the Chief Operating Officer and Executive Vice
President (Ted Foxman), the Chief Financial Officer (Steve Hawrysz), and Chief Technical Officer
and Vice President of Technical Solutions (Jack Weimer) are $425,000, $300,480, $102,000 and
$98,000, respectively.
On
September 1, 2008, the Company entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with Teradyne, Inc., a Massachusetts corporation
(“Buyer”), and Turin Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Buyer (“Merger Sub”). Subject to the terms
of the Merger Agreement, Merger Sub will merge with and into the
Company, with the Company being the
surviving entity and continuing as a wholly owned subsidiary of Buyer (the “Merger”). The
Compensation Committee determined that it would be advisable to determine and approve bonus awards
for fiscal 2008 prior to executing the Merger Agreement. The Bonus Plan provides that the
Performance Goals will be measured at the end of the fiscal year after the preparation of the
Company’s audited financial statements. However, the Bonus Plan also provides that the
Compensation Committee may amend or terminate the Bonus Plan at any time. Due to the
pending Merger, the Compensation Committee amended this provision of the Bonus Plan to permit the
Performance Goals to be measured based upon the Company’s year-to-date financial performance and an
estimate of the Company’s fiscal 2008 operating income.
First
Quarter Fiscal 2009 Bonus Awards
On August 30, 2008 the Compensation Committee also amended the Bonus Plan to provide that the
Performance Goals will be measured and bonus awards will be approved at the end of three month
period ending December 31, 2008 after the preparation of the Company’s unaudited financial
statements. This amendment is subject to and conditioned upon the consummation of the Merger.
Buyer’s fiscal year ends on December 31 of each year and the Company’s fiscal year ends on
September 30 of each year. As a result, any Participant who
remains as an employee of Buyer following
the consummation of the Merger will not be eligible to participate in Buyer’s bonus plan until
January 1, 2009. In order to appropriately compensate such individuals for their employment during
the three month period ending December 31, 2008, and at Buyer’s request, the Compensation Committee
approved this amendment to the Bonus Plan (subject to and conditioned upon the consummation of the
Merger).
Additional Information about the Merger and Where to Find It
In connection with the Merger, the Company intends to file a proxy statement with the
Securities and Exchange Commission (the “SEC”). Investors and security holders of the Company are
urged to read the proxy statement and the other relevant material when they become available
because they will contain important information about the Company, Buyer and the proposed
transaction. The proxy statement and other relevant materials (when they become available), and
any and all documents filed by the Company with the SEC, may be obtained free of charge at the
SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies
of the documents filed with the SEC by the Company by directing a written request to Eagle Test
Systems, Inc., 2200 Millbrook Drive, Buffalo Grove, Illinois 60089, Attention: Investor Relations.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER
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RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTIONS.
The Company, its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the security holders of the Company in connection with the merger.
Information about those executive officers and directors of the Company and their ownership of
Company common stock is set forth in the proxy statement for the Company’s 2008 Annual Meeting of
Stockholders, which was filed with the SEC on December 28, 2007, and is supplemented by other
public filings made, and to be made, with the SEC by the Company. Investors and security holders
may obtain additional information regarding the direct and indirect interests of the Company, Buyer
and their respective executive officers and directors in the merger by reading the proxy statement
and other public filings referred to above.
Forward Looking Statements
Certain items in this report may constitute forward-looking statements within the meaning of
the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These
statements are based on management’s current expectations and beliefs and are subject to a number
of trends and uncertainties that could cause actual results to differ materially from those
described in the forward-looking statements. The Company can give no assurance that expectations
will be attained. Factors that could cause actual results to differ materially from the Company’s
expectations include, but are not limited to, the ability to complete the merger in light of the
various closing conditions, including those conditions related to regulatory approvals; the
expected timing of the completion of the merger; the impact of the announcement or the closing of
the merger on the Company’s relationships with its employees, existing customers or potential
future customers; adverse changes in the mortgage-backed securities market, the mortgage lending
industry or the housing market; the level of competition for the Company’s services; the loss of
one or more of the Company’s largest clients; the Company’s ability to maintain its professional
reputation; management’s ability to execute the Company’s business strategy; and other risks
detailed in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on December 6, 2007 and other reports filed with the Securities and Exchange
Commission. Such forward-looking statements speak only as of the date of this press release. The
Company expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with regard thereto or change in events, conditions, or circumstances on which any
such statement is based.
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