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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): December 2, 2010
UniTek
Global Services, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
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000-28579
(Commission
File Number)
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75-2233445
(IRS
Employer Identification No.)
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1777
Sentry Parkway West, Blue Bell, PA
(Address
of Principal Executive Offices)
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19422
(Zip
Code)
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Registrant’s
telephone number, including area code: (267) 464-1700
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 (see General Instruction A.2. below):
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¨
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR
230.425)
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¨
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Soliciting material pursuant to Rule 14a-12(b)
under the Exchange Act (17 CFR
240.14a-12(b))
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¨
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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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¨
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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.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Deferred
Compensation Plan
On
December 2, 2010, upon the recommendation of the Compensation Committee (the
“Compensation Committee”) of the Board of Directors (the “Board”) of UniTek
Global Services, Inc. (the “Company”), the Board and the “Independent”
members of the Board (as independence is defined under the rules of the NASDAQ
Global Market) with respect to the participation of the “Executive Officers” of
the Company (as such term is defined under the rules of the NASDAQ Global
Market), adopted the UniTek Global Services Deferred Compensation Plan (the “DC
Plan”). The DC Plan is open to and for the benefit of (i) the
Executive Officers of the Company, and (ii) those persons from time to time to
be named by the Chief Executive Officer of the Company, provided that the total
number of named participants in the DC Plan (including Executive Officers)
cannot exceed 40, with a total of $300,000 in aggregate 3% annual matching under
the DC Plan for such participants, plus members of the Board.
Option
Exchange Program
On
December 2, 2010, upon the recommendation of the Compensation Committee, the
Board (and, with respect to the participation of the Executive Officers, the
Independent members of the Board) determined that, because certain outstanding
options previously granted under the Company’s equity compensation plans have
exercise prices that are above the current fair market value of the Company’s
common stock such options are ineffective as retention or incentive tools for
future performance of the individuals holding these options, the Company should
implement a one-time option exchange program (the “Option Exchange”) which would
(i) permit eligible individuals in the Company’s service, including the
Company’s named executive officers, to exchange certain outstanding options for
new awards of restricted stock units under the 2009 Plan and (ii) permit
eligible individuals in the Company’s service to exchange certain outstanding
options for new option awards under the 2009 Plan.
Under the
terms of the Option Exchange, surrendered options will be cancelled and
exchanged for awards of restricted stock units and new option awards, as
applicable, that will vest as follows: with respect to restricted stock units,
20% on the date of grant and 20% on each of July 1, 2011, July 1, 2012, July 1,
2013 and July 1, 2014; and, with respect to new option awards, as vesting was
set forth in the surrendered options.
Named
Executive Officer Bonuses
On
December 2, 2010, upon the recommendation of the Compensation Committee, the
Independent members of the Board approved bonuses for performance for the
twelve-month period ended December 31, 2010, in the amounts set forth opposite
the names of the executive officers listed below.
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Name
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Position
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2010 Bonus
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Christopher
Scott Hisey
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Chief
Executive Officer
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$ | 225,000 | |||
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Peter
A. Giacalone
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President
and Chairman
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$ | 225,000 | |||
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Ronald
J. Lejman
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Chief
Financial Officer
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$ | 200,000 | |||
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Richard
B. Berliner
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Chief
Marketing Officer
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$ | 116,720 | |||
Employment
Agreements of Named Executive Officers
On
December 2, 2010, upon the recommendation of the Compensation Committee and the
Independent members of the Board, the Company entered into employment agreements
(the “Employment Agreements”) with those named executive officers of the Company
listed below. The Employment Agreements provide for the 2011 base
salaries and 2011 target bonuses listed below.
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Name
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Position
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2011 Base Salary
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2011 Target Bonus
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Christopher
Scott Hisey
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Chief
Executive Officer
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$ | 450,000 | $ | 450,000 | |||||
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Peter
A. Giacalone
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President
and Chairman
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$ | 450,000 | $ | 450,000 | |||||
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Ronald
J. Lejman
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Chief
Financial Officer
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$ | 350,000 | $ | 250,000 | |||||
The Employment Agreements entitle,
under certain circumstances, the employee to receive certain payments upon
termination of employment. If the employee’s employment is terminated
without cause, if the employee resigns for good reason or upon death or
disability, the employee will be entitled to receive from the Company, in
addition to certain accrued obligations, (1) (A) upon death or disability, the
employee’s annual base salary for twelve months following the date of
termination or (B) upon termination without cause or with good reason, the
employee’s annual base salary for twenty four (24) months following the date of
termination, (2) the pro-rata portion of the employee’s annual incentive bonus
for the calendar year in which the termination occurred and (3) payment of
certain medical benefits expenses sufficient to maintain the employee’s benefits
at the level as of the date of termination for twelve months following the date
of termination. If the employee’s employment is terminated with cause, the
employee is entitled to receive certain accrued obligations. Payments made in
connection with termination of employment are subject to execution of a general
release of claims by the employee. The Employment Agreements contain
customary confidentiality, non-competition and non-solicitation
provisions.
SIGNATURE
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.
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UNITEK
GLOBAL SERVICES, INC.
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Date:
December 8, 2010
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By:
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/s/ Ronald J. Lejman
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Name:
Ronald J. Lejman
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Title:
Chief Financial Officer and
Treasurer
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