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): January 4, 2011
ZHONE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-32743 | 22-3509099 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
7001 Oakport Street
Oakland, California 94621
(Address of Principal Executive Offices, Including Zip Code)
(510) 777-7000
(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:
| ¨ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 4, 2011, upon the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors of Zhone Technologies, Inc., or Zhone, unanimously elected Lawrence Briscoe to the Board of Directors. Mr. Briscoe will serve as a Class II director, with his initial term expiring at the 2012 annual meeting of stockholders.
Mr. Briscoe previously served as Senior Vice President and Chief Financial Officer of Maxygen, Inc., a public pharmaceutical company. Prior to Maxygen, Mr. Briscoe held senior management and board of director positions in the pharmaceutical and financial services industries. Mr. Briscoe has a B.S. in Electrical Engineering from the University of Missouri, an M.B.A. from Stanford University and an M.S. from the University of Southern California.
There were no arrangements or understandings between Mr. Briscoe and any other persons pursuant to which he was selected as a director, and there are no related person transactions (within the meaning of Item 404(a) of Regulation S-K) between Mr. Briscoe and Zhone. The Board has determined that Mr. Briscoe meets the applicable independence requirements of The NASDAQ Stock Market listing standards.
In connection with his appointment to the Board, Mr. Briscoe will receive the standard annual cash retainer of $20,000, but may elect to receive an equivalent amount of fully vested shares of Zhone common stock in lieu of such retainer. In addition, Mr. Briscoe will also be entitled to receive an annual equity grant in the form of either a stock option to purchase 50,000 shares of Zhone common stock at an exercise price equal to fair market value on the date of grant or 15,000 shares of restricted stock. Under Zhone’s standard vesting for grants to its directors, the shares underlying such grants will vest in 48 equal monthly installments over the course of four years. The non-employee director compensation program is described in further detail in Zhone’s Definitive Proxy Statement for its 2010 annual meeting of stockholders filed with the Securities and Exchange Commission on April 1, 2010.
SIGNATURES
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.
| Date: January 10, 2011 | Zhone Technologies, Inc. | |||||
| By: | /s/ KIRK MISAKA | |||||
| Kirk Misaka | ||||||
| Chief Financial Officer | ||||||