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 20,
2010
AboveNet, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-23269
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11-3168327
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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.)
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360
Hamilton Avenue
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White Plains, New
York
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10601
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (914) 421-6700
(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 under the Exchange Act (17 CFR
240.14a-12)
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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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On
November 23, 2010, AboveNet, Inc. (the “Company”) issued a press release
announcing that its Board of Directors declared a special one-time cash dividend
of $5.00 per share (the “Dividend”) on the Company’s common stock (the “Common
Stock”). The Dividend will be payable on December 27, 2010 to the
stockholders of record at the close of business on December 6, 2010 (the “Record
Date”).
There are
currently outstanding vested options to purchase 106,898 shares of Common Stock
(the "Vested Options") issued under the Company's 2003 Incentive Stock Option
and Stock Unit Grant Plan (the "2003 Plan") or 2008 Equity Incentive Plan (the
"2008 Plan") and 455,388 unvested restricted stock units (the "Unvested
Restricted Stock Units") issued under the 2008 Plan.
Because
the holders of the Vested Options and Unvested Restricted Stock Units did not
hold the shares of Common Stock underlying their Vested Options and Unvested
Restricted Stock Units on the Record Date, they do not participate in the
Dividend with respect to such shares, however, on December 20, 2010, the
Company’s Board of Directors authorized the grant of shares of Common Stock to
the holders of the Vested Options and the grant of restricted stock units to the
holders of the Unvested Restricted Stock Units in order to provide these holders
with an amount of securities that approximates the amount of the
Dividend (the Board
excluded from this grant the restricted stock units for an employee who had
announced his resignation from the Company prior to December 20, 2010).
These
grants of shares of Common Stock and restricted stock units were made under the
2008 Plan. The shares of Common Stock will be delivered to
holders of Vested Options on December 27, 2010. The restricted stock
units granted to each holder of Unvested Restricted Stock Units will vest and
the underlying shares are scheduled to be delivered on the same dates that the
Unvested Restricted Stock Units held by such holder will vest and the shares
underlying such Unvested Restricted Stock Units are scheduled to be delivered
and are otherwise on the same terms as the holder’s Unvested Restricted Stock
Units.
Each
holder of Vested Options has been granted the number of shares of Common Stock
equal to the number, rounded down to the nearest whole share, determined by
multiplying (i) the number of shares of Common Stock underlying such option
holder’s Vested Options, multiplied by (ii) $5.00, and then dividing the product
by $56.17 (the average closing price on the New York Stock Exchange for the five
trading days immediately prior to one trading day prior to approval of this
grant by the Company’s Board of Directors). Each holder of Unvested
Restricted Stock Units has been granted additional restricted stock units equal
to the number, rounded down to the nearest whole share, determined by
multiplying (i) the number of shares of Common Stock underlying such unit
holder’s Unvested Restricted Stock Units, multiplied by (ii) $5.00, and dividing
the product by $56.17. The Company will incur compensation expense of
approximately $550,000 in the quarter ending December 31, 2010, with respect to
the shares granted to the holders of Vested Options. In addition, the Company
will incur compensation expense of approximately $2,300,000 with respect to the
restriced stock units granted to the holders of Unvested Restricted Stock
Units over their related vesting periods through November 16,
2011.
2
Certain
of the Vested Options and Unvested Restricted Stock Units are held by the
Company’s named executive officers and directors. The following table
sets forth information with respect to the authorized grants of shares of Common
Stock to the Company’s directors and restricted stock units to the Company’s
named executive officers and directors.
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Name
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Position with the Company
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Number of
Shares Granted
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Number of
Restricted
Stock Units
Granted
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Jeffrey
A. Brodsky
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Chairman
of the Board of Directors
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712 | 160 | |||||||
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Michael
Embler
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Director
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63 | 160 | |||||||
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Richard
Postma
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Director
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— | 160 | |||||||
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Richard
Shorten, Jr.
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Director
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178 | 160 | |||||||
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Stuart
Subotnick
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Director
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712 | 160 | |||||||
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William
G. LaPerch
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Director,
President and Chief Executive Officer
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— | 7,832 | |||||||
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Joseph
P. Ciavarella
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Senior
Vice President and Chief Financial Officer
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— | 3,738 | |||||||
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Robert
Sokota
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Senior
Vice President, General Counsel and Secretary
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— | 3,738 | |||||||
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John
Jacquay
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Senior
Vice President, Sales and Marketing
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— | 3,738 | |||||||
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Rajiv
Datta
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Senior
Vice President, Chief Technology Officer
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— | 3,738 | |||||||
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Douglas
Jendras
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Senior
Vice President, Operations
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— | 3,738 | |||||||
Additionally,
on December 20, 2010, the Company’s Board of Directors authorized, pursuant to
the 2008 Plan, the grant of 3,000 restricted stock units to each of the
non-employee Directors. 2,000 of these restricted stock units vest
and the underlying shares are scheduled to be delivered on November 16, 2012 and
1,000 of these restricted stock units vest and the underlying shares are
scheduled to be delivered on November 16, 2013.
3
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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ABOVENET,
INC.
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Date:
December 23, 2010
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By:
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/s/ Robert
Sokota
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Robert
Sokota
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Senior
Vice President, General Counsel and
Secretary
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4