UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 21, 2011 (March 15, 2011)
SOLERA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33461 | 26-1103816 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Village Circle, Suite 350
Westlake, Texas 76262
(Address of principal executive offices, including Zip Code)
(858) 724-1600
(Registrant’s telephone number, including area code)
(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)) |
Explanatory Note
This Amendment No. 1 (this “Amendment”) on Form 8-K/A amends the Current Report on Form 8-K filed by Solera Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on March 21, 2011 (the “Original Filing”). The purpose of this Amendment is to provide a brief description of the material terms and conditions of the Settlement Agreement and Release between the Company and Mr. John J. Giamatteo entered into in connection with Mr. Giamatteo’s departure from the Company, which Settlement Agreement and Release became effective on March 26, 2011 (the “Agreement”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Pursuant to the Agreement and in exchange for Mr. Giamatteo’s general release and waiver of claims and covenant not to sue in favor of the Company and other promises set forth in the Agreement, Mr. Giamatteo will receive the following payments and benefits:
| • | a lump sum payment of $115,000, less applicable withholding taxes and other deductions, representing an amount equal to three months of Mr. Giamatteo’s annual base salary; |
| • | vesting of 12,528 stock options and 7,341 restricted stock units; |
| • | in the event Mr. Giamatteo timely elects health care continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimbursement of the COBRA premiums for Mr. Giamatteo and his dependents for the shorter of three months following Mr. Giamatteo’s separation date or the date he becomes eligible for health care coverage under the health care plans of another employer; and |
| • | a lump sum payment of $50,000 following the expiration of Mr. Giamatteo’s consulting services to the Company. |
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.
| SOLERA HOLDINGS, INC. | ||||||
| /s/ JASON M. BRADY | ||||||
| Date: March 31, 2011 | Name: | Jason M. Brady | ||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||