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
Date of Report (Date of
earliest event reported)
May 5, 2005
_________________
| MAXWELL TECHNOLOGIES, INC. |
| (Exact name of Registrant as specified in its charter) |
| Delaware |
1-15477 |
95-2390133 |
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer |
|
|
Identification No.) |
| 9244 Balboa Avenue |
|
| San Diego, California |
92123 |
| (Address of Principal Executive Offices) |
(Zip Code) |
(858) 503-3300
(Registrant's Telephone Number, Including Area Code)
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:
| [_] |
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.
At
the 2005 Annual Meeting of Stockholders held on May 5, 2005 (the “2005 Annual
Meeting”), the stockholders of Maxwell Technologies, Inc. (the “Company”)
approved the (a) Maxwell Technologies, Inc. 2004 Employee Stock Purchase Plan (the
“2004 Employee Plan”), under which employees will have the opportunity to
purchase shares of the Company’s common stock through payroll withholding, and (b)
Maxwell Technologies, Inc. 2005 Omnibus Equity Incentive Plan (the “2005 Incentive
Plan”), under which employees, consultants and directors may receive grants of stock
options, stock appreciation rights, performance awards, restricted stock awards,
restricted stock units and dividend equivalent units in any combination, separately or in
tandem.
The
purposes of the 2004 Employee Plan are:
| |
• |
To
increase stockholder value by offering participants the opportunity to acquire shares of
common stock based on the value of such common stock; |
| |
• |
To
facilitate a greater interest on the part of the Company's employees in the financial
performance of the Company; |
| |
• |
To
align the interests of the Company's employees with that of the Company's stockholders;
and |
| |
• |
To
attract, motivate and retain a skilled and dedicated workforce. |
The
following is a brief description of the material terms of the 2004 Employee Plan:
| |
• |
The
2004 Employee Plan provides employees with an opportunity to purchase shares of the
Company’s common stock through payroll withholding, from and after July 1, 2005
until the earlier of May 5, 2015 or the issuance of all shares authorized for purchase. |
| |
• |
A
maximum of 500,000 shares have been authorized for purchases by employees under the 2004
Employee Plan. |
| |
• |
The
2004 Employee Plan is administered by the Company’s board of directors (the “Board”),
and the Board has the discretion to establish a maximum number of shares which may be
purchased by employees during a particular offering period. |
| |
• |
All
employees of the Company, except those who own, directly or by attribution (including
shares subject to options), 5% or more of the Company’s common stock, are eligible
to participate after they have been employed for a continuous period of six months. |
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| |
• |
Eligible
employees will have the opportunity to purchase stock during six-month cycles called
“offering periods” commencing with the first payroll period in January and July
each year; employees may elect at the beginning of each offering period to have the
Company withhold from their paychecks from 1% to 10% of their compensation during the
offering period. |
| |
• |
Shares
of common stock are issued to a purchasing employee at the end of the offering period in
such amount as can be purchased with the amount of compensation withheld during such
period at a purchase price equal to 85% of the lower of (i) the trading price of the
stock on the last trading day of the immediately preceding offering period, and (ii) the
trading price of the stock on the last trading day during the current offering period. |
| |
• |
Employees
may reduce their withholding, or withdraw completely, during an offering period, but may
not increase their withholding during an offering period; employees who withdraw
completely will receive all amounts withheld during the offering period prior to
withdrawal. |
| |
• |
Termination
of employment for any reason during an offering period terminates participation in the
2004 Employee Plan immediately, and all amounts previously withheld during the offering
period will be paid to the former employee or the employee’s representative. |
| |
• |
Shares
purchased by employees will be issued directly by the Company in the employee’s name
and will be without restriction as to trading, except with respect to corporate officers,
who will be required to hold the shares for at least six months after the date of
purchase. |
| |
• |
No
employee will be entitled to purchase under the 2004 Employee Plan during any one
calendar year in excess of $25,000 in market value of the shares; in any one offering
period, no participant may purchase a number of shares which is more than 200% of the
number of shares which would have been purchased if the purchase price were 85% of the
trading price of the common stock on the last trading day preceding such offering period. |
| |
• |
The
Board may at any time amend or terminate the 2004 Employee Plan, except that any such
termination cannot affect options previously granted under the 2004 Employee Plan, nor
may any amendment make any change in an option previously granted which would adversely
affect the right of any participant, nor may any amendment be made without approval of
the stockholders of the Company within 12 months of the adoption of such amendment if
such amendment would: (i) increase the number of shares that may be issued under the 2004
Employee Plan; (ii) change the designation of the employees (or class of employees)
eligible for participation in the 2004 Employee Plan; or (iii) constitute an amendment
for which stockholder approval is required in order to comply with Rule 16b-3 (or any
successor rule) of the Securities Exchange Act of 1934, as amended. |
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The
2004 Employee Plan is described in greater detail, and a copy of the 2004 Employee Plan is
included, in the Company’s proxy statement filed with the Securities and Exchange
Commission (“SEC”) on April 4, 2005 in connection with the 2005 Annual Meeting.
All
shares which may be purchased by participants under the 2004 Employee Plan are
discretionary, and no purchases have been made to date thereunder.
The
purposes of the 2005 Incentive Plan are:
| |
• |
To
facilitate a greater interest on the part of, and to compensate, the Company's
employees, consultants and directors in the financial performance of the
Company; |
| |
• |
To
align the interests of employees, consultants and directors with those of our
stockholders by providing some or all of their compensation in the equity of the Company;
and |
| |
• |
To
attract, motivate and retain a skilled and dedicated workforce. |
By
approving the 2005 Incentive Plan, the Board will make no further option grants under the
Company’s 1995 Stock Option Plan and will retire the remaining pool of approximately
375,000 shares available for grants of options under that plan.
The
following is a brief description of the material terms of the 2005 Incentive Plan:
| |
• |
A
maximum of 750,000 shares have been reserved for issuance under the 2005 Incentive Plan,
which amount is intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended. Approval of the 2005 Incentive Plan is necessitated in part by the
expiration of the existing 1995 Stock Option Plan. |
| |
• |
The
2005 Incentive Plan is administered by the Compensation Committee of the Board (the “Committee”)
and is effective as of May 5, 2005, and will remain in effect until May 5, 2015, unless
it is terminated earlier by the Board. |
| |
• |
The
maximum number of shares that may be subject to (a) stock options or stock appreciation
rights granted to any one person in any calendar year is 250,000 shares, except that this
limit is 500,000 if the grant is made in the year of the recipient’s initial
employment; (b) restricted stock or restricted stock units granted to any one person in
any calendar year is 250,000 shares; (c) performance shares or performance units (if such
units are valued in relation to shares) granted to any one person in any calendar year is
250,000 shares. The maximum amount payable under an award of performance units (if such
units are not valued in relation to shares) granted to any one person in any calendar
year is $250,000. |
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• |
The
selection of the participants in the 2005 Incentive Plan will generally be determined by
the Board pursuant to a recommendation by the Committee; employees and those about to become employees, including those who are
officers or directors of the Company or its subsidiaries and affiliates, are eligible to
be selected to receive awards under the 2005 Incentive Plan. In addition, non-employee
service providers, including directors, and employees of unaffiliated entities that
provide bona fide services to the Company as an independent contractor are eligible to be
selected to receive awards under the 2005 Incentive Plan. Members of the board of
directors are eligible for and are expected to receive grants of awards under the 2005
Incentive Plan for their services as directors. |
| |
• |
The
2005 Incentive Plan allows for the grant of stock options, stock appreciation rights,
performance awards, restricted stock awards, restricted stock units and dividend
equivalent units in any combination, separately or in tandem. Subject to the terms of the
2005 Incentive Plan, pursuant to a recommendation by the Committee, the Board will determine the terms and conditions of awards,
including the times when awards vest or become payable and the effect of certain events
such as termination of employment. |
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• |
Awards
granted under the 2005 Incentive Plan are not transferable, other than by will or
pursuant to state intestate laws, unless the Board otherwise approves a transfer. |
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• |
The
Board may alter, amend, suspend or discontinue the 2005 Incentive Plan
at any time, but no such action may be taken without stockholder approval if such
approval is required by law or listing requirements, or if such action increases the
number of shares that may be issued under the 2005 Incentive Plan or the annual award
limits, or eliminates the prohibition on stock option repricing. |
The
2005 Incentive Plan is described in greater detail, and a copy of the 2005 Incentive Plan
is included, in the Company’s proxy statement filed with the SEC on April 4, 2005 in
connection with the 2005 Annual Meeting.
All
awards which may be granted under the 2005 Incentive Plan are discretionary, and no awards
have been granted to date under the 2005 Incentive Plan. As of the date hereof, the
Board has not authorized specific awards to be made under the 2005 Incentive Plan.
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Item 2.02. Results of
Operations and Financial Condition.
On
May 9, 2005, the Company issued a press release announcing its financial results for the
three-month period ended March 31, 2005. A copy of that press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
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(c) |
Exhibits.
The following exhibit is filed herewith: |
| |
99.1 |
Press
Release issued by Maxwell Technologies, Inc. on May 9, 2005. |
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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.
|
MAXWELL TECHNOLOGIES, INC. |
Date: May 9, 2005 |
By: /s/ David H. Russian |
|
David H. Russian |
|
Vice President, Finance, |
|
Treasurer, Corporate Secretary and |
|
Chief Financial Officer |
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MAXWELL TECHNOLOGIES,
INC.
Exhibit Index to
Current Report on Form 8-K
| |
99.1 |
Press
Release issued by Maxwell Technologies, Inc. on May 9, 2005. |
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