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): June 4, 2007
(Exact Name of Registrant as Specified in Charter)
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0-18277
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04-2742817 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
25 Frontage Road, Andover, Massachusetts 01810
(Address of Principal Executive Offices) (Zip Code)
(978) 470-2900
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2007, the Board of Directors (the “Board”) of V*I Chip Corporation, a
Delaware corporation (“V*I Chip”), approved the V*I Chip 2007 Stock Option and Incentive
Plan (the “2007 Plan”). The 2007 Plan was approved by the sole stockholder of V*I Chip,
Vicor Corporation (the “Corporation”), on April 25, 2007. The 2007 Plan was amended by the
Board, with the consent of the Corporation on June 4, 2007. The 2007 Plan provides that the Board or a committee
of the Board comprised of not less than two directors may grant stock incentive awards based on the
common stock of V*I Chip, including stock options, restricted stock or unrestricted stock. Awards
may be granted to employees, directors, consultants and other key persons. Stock options may be
granted to employees at a price at least equal to the fair market value per share of V*I Chip
common stock, as determined by the Board on the date of the grant, and pursuant to the terms of the
Form of Non-Qualified Stock Option Agreement and Form of Stock Restriction Agreement. There are a
total of 62,000,000 shares authorized under the V*I Chip certificate of incorporation, 50,000,000
of which are owned by the Corporation and 12,000,000 of which have been reserved for issuance under
the 2007 Plan. The period of time during which an option may be exercised and the vesting periods
are determined by the Board. The term of each option may not exceed ten years from the date of
grant. It is the Corporation’s policy that all option grants by V*I Chip are subject to approval
of the Corporation’s Compensation Committee.
On June 4, 2007, the Board, with the approval of the Corporation’s Compensation Committee,
awarded Patrizio Vinciarelli, President and Chief Executive Officer of the Corporation,
non-qualified stock options under the 2007 Plan to purchase 4,000,000 shares of V*I Chip common
stock, exercisable at a price of $1 per share, which exceeds the fair market value per share of the
V*I Chip common stock on the date of the grant. The grant was in recognition of his on-going
contributions to the intellectual property foundation of V*I Chip and his
role as CTO and CEO of V*I Chip. The options vest at 20% per year over 5 years.
The above statements are qualified in their entirety by reference to the full text of the 2007
Plan, which is attached hereto as Exhibit 10.1, the Non-Qualified Stock Option Agreement, which is
attached hereto as Exhibit 10.2, and the Stock Restriction Agreement, which is attached hereto as
Exhibit 10.3, each of which is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
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10.1 |
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V*I Chip Corporation Amended 2007 Stock Option and Incentive Plan |
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10.2 |
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V*I Chip Corporation Form of Non-Qualified Stock Option Agreement |
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10.3 |
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V*I Chip Corporation Form of Stock Restriction Agreement |