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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): JUNE 8, 2006
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CPI INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 333-11386-04 75-3142681
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
811 Hansen Way
Palo Alto, California 94303-1110
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (650) 846-2900
N/A
(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):
[ ] 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 (7 CFR 240.13e-4(c))
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ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 1, 2006, Communications & Power Industries, Inc. entered into an amended
and restated employment and release agreement ("Agreement") with Mike Cheng, a
vice president of Communications & Power Industries and the president of the
Eimac division, for his transition to retirement in 2007. This Agreement became
effective on June 8, 2006. The Agreement is filed herewith as Exhibit 10.1.
Under the Agreement, among other things, (i) Mr. Cheng's employment will
terminate on March 30, 2007, (ii) Mr. Cheng will be compensated at his current
base salary through termination with benefits generally consistent with current
levels; (iii) Mr. Cheng will be eligible for a bonus for fiscal year 2006 under
the Company's management incentive plan, but not for fiscal year 2007; (iv)
throughout the remainder of his employment, Mr. Cheng will be required to
continue to provide service at a level which is at least 20% of current levels,
and (v) Mr. Cheng has waived any claims to severance in respect of his
employment. This summary is qualified in its entirety by reference to the actual
terms of the Agreement which are incorporated herein by this reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
EXHIBIT NO. DESCRIPTION
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Exhibit 10.1 Amended and Restated Employment and Release
Agreement, between Mike Cheng and Communications &
Power Industries, Inc., dated June 1, 2006, and
effective June 8, 2006.
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CPI INTERNATIONAL, INC.
(Registrant)
Date: June 9, 2006 By: /s/ Joel A. Littman
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Joel A. Littman
Chief Financial Officer,
Treasurer and Secretary
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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Exhibit 10.1 Amended and Restated Employment and Release Agreement, between
Mike Cheng and Communications & Power Industries, Inc., dated
June 1, 2006, and effective June 8, 2006.