form8-k.htm
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
March
5, 2008
Date of Report
(Date of earliest event reported)
IPG
PHOTONICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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0001-33155
(Commission File
No.)
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04-3444218
(IRS
Employer
Identification
No.)
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50
Old Webster Road
Oxford,
Massachusetts 01540
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (508) 373-1100
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:
□ 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))
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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
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The
Compensation Committee (the “Committee”) of the Board of Directors of IPG
Photonics Corporation (the “Company”) has taken the actions described below
relating to the compensation of the “named executive officers,” as such term is
defined in Item 402(a)(3) of Regulation S-K, of the Company as of December 31,
2007 and certain other executive officers of the Company.
On May 9,
2008, the Committee approved increases in base salaries, new non-qualified stock
option grants and new employment agreements for the named executive officers and
other executive officers. The new base salaries are effective as of April 1,
2008.
On May 9,
2008, the Committee granted non-qualified stock options under the 2006 Incentive
Compensation Plan. The stock options have an exercise price equal to $17.69 per
share and vest in twelve equal monthly installments beginning on May 9,
2012.
The table
below sets forth the base salary increase and options granted for each named
executive officer and the other executive officers:
Name
and Title
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Previous
Base Salary
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New
Base
Salary
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Number
of
Options
Granted
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Valentin
P. Gapontsev, Ph.D., Chief Executive Officer and Chairman of
the Board
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$360,000
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$380,000
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--
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Eugene
Shcherbakov, Ph.D., Managing Director of IPG Laser GmbH and
Director
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EUR235,200
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EUR246,960
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22,000
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Timothy
P.V. Mammen, Chief Financial Officer and Vice President
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$270,000
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$283,500
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25,000
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Angelo
P. Lopresti, General Counsel, Secretary and Vice
President
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$270,000
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$283,500
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20,000
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George
H. BuAbbud, Ph.D., Vice President-Telecommunications
Products
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$240,000
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$252,000
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12,000
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William
S. Shiner, Vice President-
Indirect
Markets
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$240,000
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$250,500
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18,000
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Alexander
Ovtchinnikov, Ph.D., Vice President- Telecommunications
Products
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$240,000
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$252,000
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22,000
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Each of
the named executive officers and other executive officers also entered into a
new employment agreement with the Company. The employment agreements
replace and supersede the employment agreements with such executive officers
dated March 1, 2006. The new employment agreements provide for base
salary and benefits during employment and certain payments and benefits in the
event of termination of the officer’s employment under certain
circumstances.
The
employment agreements expire on December 31, 2010 for Dr. Gapontsev, and on
December 31, 2009 for the other officers. The new employment agreements provide
for payment of the base salaries to the officers as set forth in the table above
and entitle each to participate in bonus plans, standard insurance plans such as
life, accidental death and dismemberment, short-term disability and long-term
disability insurance and retirement benefits, such as the
Company’s 401(k) plan and stock option plans, on a similar basis as
such benefits are available to executives at similar levels within the
organization.
Each of
these executive officers also entered into a new non-competition agreement with
the Company that prohibits each of them from competing with the Company for a
period of one year after the termination of his employment with the Company for
any reason and from hiring or attempting to hire the Company’s employees or
soliciting customers or suppliers for a period ending eighteen months following
the termination of his employment for any reason. Each of the officers is
entitled to receive his base salary for the period during which the Company
enforces the non-competition provisions of the agreement but not longer than one
year.
If the
Company terminates the employment of any of these executive officers without
cause (as defined in the agreements), any of the officers terminates his
employment for good reason (as defined in the agreements), or the employment
period of any of the officers terminates and the Company does not offer such
officer continued employment in the same or a substantially similar position and
at a compensation level that is the same or substantially similar to the
compensation level in effect at the end of the employment period, then the
officer would receive:
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(a)
continuation of salary for one year, except in the case of Dr. Gapontsev,
who would receive continuation of salary for two
years;
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(b)
a portion of the annual bonus that the executive would have received had
he remained employed through the end of the applicable bonus period (such
portion based upon the percentage of the year that he was employed by the
Company);
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(c)
continuation of medical and dental benefits for twelve
months;
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(d)
accelerated vesting of equity compensation awards granted after the date
of the agreement that otherwise would have vested within twelve months of
termination of employment; and
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(e)
full accelerated vesting of equity compensation awards granted after the
date of the agreement if such termination occurs within 24 months
following a change in control (as defined in the 2006 Incentive
Compensation Plan).
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An
officer would also receive the payments described in (b) above if his employment
is terminated for death or disability.
Under the
employment agreements, the Company is not obligated to make any cash payments if
employment is terminated by the Company for cause or by the executive not for
good reason. Payments to the officers are conditioned upon the
execution of a form release of claims by the executive in favor of the
Company.
A change
in control of the Company does not affect the amount of any cash severance
payments payable under the employment agreements. Upon a change in control, the
officers’ employment periods under the agreements would automatically be
extended to the second anniversary of the change in control.
The
foregoing description of the employment agreements does not purport to be
complete and is qualified in its entirety by reference to the form of the
employment agreements and the form of confidentiality, non-competition and
confirmatory assignment agreement between the Company and the named executive
officers and other executive officers, copies of which are attached as exhibits
to this Current Report on Form 8-K and are incorporated herein by reference.
Item
8.01
Other Events
On April
29, 2008, the Company amended provisions of its 2000 Incentive Compensation
Plan, 2006 Incentive Compensation Plan and Non-Employee Directors Stock Plan
regarding award agreements under such Plans.
The Company has submitted
for stockholder approval at its 2008 Annual Meeting of Stockholders to be held
June 10, 2008 a new employee stock purchase plan, the 2008 Employee Stock
Purchase Plan (the “Purchase Plan”). The Board of Directors adopted
the Purchase Plan on March 5, 2008, subject to stockholder
approval. The purpose of the Purchase Plan is to provide employees
with an opportunity to purchase shares of the Company’s Common Stock through
accumulated payroll deductions. The Purchase Plan is intended to
qualify as an employee stock purchase plan under Section 423 of the Internal
Revenue Code. The Company does not currently have an employee stock
purchase plan.
A total of 400,000 shares of the
Company’s Common Stock will be made available for purchase under the Purchase
Plan. In addition, the Purchase Plan provides for an annual increase
in the number of shares available for purchase under the Purchase Plan on the
first day of each fiscal year, equal to the greater of (i) the number of shares
of Common Stock available under the Purchase Plan as of the last day of the
immediately preceding fiscal year and (ii) the lesser of (A) 400,000 shares of
Common Stock and (B) 0.75% of the outstanding shares of Common Stock on the last
day of the immediately preceding fiscal year.
The
foregoing description of the Purchase Plan does not purport to be complete and
is qualified in its entirety by reference to the Purchase Plan, a copy of which
is attached as an exhibit to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01
– Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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1 10.1
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Employment
Agreement dated May 9, 2008, between the Registrant and Dr. Valentin P.
Gapontsev.
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10.2
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Service
Agreement dated May 9, 2008, between IPG Laser GmbH and Dr. Eugene
Shcherbakov.
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10.3
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Form
of Employment Agreement dated May 9, 2008, between the Registrant and each
of Timothy P.V. Mammen, Angelo P. Lopresti, George H. BuAbbud,
William S. Shiner and Alexander Ovtchinnikov.
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10.4
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Form
of Confidentiality, Non-Competition and Confirmatory Assignment Agreement
between the Registrant and each of the named executive officers and
certain other executive officers.
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10.5
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Amendment
to Section 4.2 of 2000 Incentive Compensation Plan.
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1
10.6
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Amendment
to Section 4.2 of 2006 Incentive Compensation Plan.
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1 10.7
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Amendment
to Section 4.2 of Non-Employee Directors Stock Plan.
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10.8
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2008
Employee Stock Purchase Plan.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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IPG
PHOTONICS CORPORATION
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May
13, 2008
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/s/ Angelo
P. Lopresti
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Angelo
P. Lopresti
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Vice
President, General Counsel & Secretary
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Exhibits
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Exhibit
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Number
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Description
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Employment
Agreement dated May 9, 2008, between the Registrant and Dr. Valentin P.
Gapontsev.
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Service
Agreement dated May 9, 2008, between IPG Laser GmbH and Dr. Eugene
Shcherbakov.
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Form
of Employment Agreement dated May 9, 2008, between the Registrant and each
of Timothy P.V. Mammen, Angelo P. Lopresti, George H. BuAbbud, William S.
Shiner and Alexander Ovtchinnikov.
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Form
of Confidentiality, Non-Competition and Confirmatory Assignment Agreement
between the Registrant and each of the named executive officers and
certain other executive officers.
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Amendment
to Section 4.2 of 2000 Incentive Compensation Plan.
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Amendment
to Section 4.2 of 2006 Incentive Compensation Plan.
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Amendment
to Section 4.2 of Non-Employee Directors Stock Plan.
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2008
Employee Stock Purchase Plan.
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