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): October 31, 2005
INTEVAC, INC.
(Exact name of Registrant as specified in its charter)
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State of California
(State or other jurisdiction
of incorporation or organization)
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0-26946
(Commission File Number)
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94-3125814
(IRS Employer
Identification Number) |
3560 Bassett Street
Santa Clara, CA 95054
(Address of principal executive offices)
(408) 986-9888
(Registrant’s telephone number, including area code)
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:
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
On October 27, 2005, the Board of Directors of Intevac, Inc. (“Intevac”) approved accelerating
the vesting of approximately 326,000 “out-of-the-money” unvested common stock options previously
awarded to employees and officers under Intevac’s stock option plans. The exercise prices of the
accelerated common stock options range from $9.06 per share to $15.50 per share and have a weighted
average exercise price of $11.004 per share. The closing price of Intevac’s common stock on
October 27, 2005 was $9.06 per share. As a condition to the acceleration of vesting, the holders
of the accelerated common stock options are required to refrain from selling any shares acquired
upon exercise before the date on which the shares to be sold would otherwise have vested, had the
vesting of common stock options not been accelerated. This restriction continues to apply
regardless of any termination of the optionees’ employment.
The purpose of the acceleration of these common stock options is to eliminate future stock
compensation expense that Intevac would otherwise have been required to recognize in its statement
of operations with respect to these common stock options after the adoption of Statement of
Financial Accounting Standard No. 123R “Share-Based Payment,” in January 2006. SFAS 123R will be
effective for Intevac beginning in the first quarter of 2006, and will require that compensation
expense associated with stock options be recognized in the statement of operations, rather than as
footnote disclosure in its consolidated financial statements. The maximum reduction in future stock
compensation expense is estimated to be approximately $1.6 million, which would have otherwise been
recognized beginning in January 2006 through the 4th quarter of 2009. The effect on fiscal 2006 is
a reduction in compensation expense of approximately $842,000. The $1.6 million of compensation
expense was estimated using the Black-Scholes option-pricing model, which is used by Intevac to
calculate the fair value of its options in determining the pro forma impact of Statement of
Financial Accounting Standards No. 123 “Accounting for Stock-Based Compensation,” for disclosure
purposes only.
The number of “out-of-the-money” unvested common stock options being accelerated that are held
by executive officers and outstanding as of October 27, 2005 were as follows: Kevin Fairbairn,
37,500 options, Luke Marusiak, 37,500 options, Kimberly Burk, 12,500 options, Ralph Kerns, 10,000
options and Stephen Gustafson, 10,000 options .
Item 2.02. Results of Operations and Financial Condition
On October 31, 2005, Intevac, Inc. issued a press release reporting its financial results for
the three and nine months ended October 1, 2005. A copy of the press release issued by the Company
concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein
by reference.
The Company includes in the press release certain non-GAAP financial measures, including
non-GAAP gross profit and gross margin. As required by Regulation G, the press release contains a
reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures as
well as a discussion of management’s uses of, and rationale for presenting, the non-GAAP financial
measures.
The foregoing information is intended to be furnished under Item 2.02 of Form 8-K, “Results of
Operations and Financial Condition.” This information shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
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(c)
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Exhibits |
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99.1 Press Release. |