8-K 1 a05-22154_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 15, 2005

 

NETWORK ENGINES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-30863

 

04-3064173

(State or Other Juris-

 

(Commission

 

(IRS Employer

diction of Incorporation

 

File Number)

 

Identification No.)

 

 

 

 

 

25 Dan Road, Canton, MA

 

02021

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (781) 332-1000

 

 

(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):

 

¨                                    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 1.01.  Entry into a Material Definitive Agreement.

 

On December 15, 2005, the Compensation Committee of the Board of Directors of the Network Engines, Inc. (“Network  Engines”)  granted to the  following executive  officers  stock  options  under its 1999  Stock  Incentive  Plan,  as amended, to purchase the number of shares of common stock of Network Engines set forth opposite their respective names below.  Each option has an exercise price equal to $1.45 per share, which is equal to the closing price of the common stock of Network Engines on the NASDAQ National Market on the date of grant. Each option grant was evidenced by an option agreement substantially in the form of the Form of Incentive Stock Option Agreement, which was filed as Exhibit 10.3 to the Company’s registration statement on Form S-1 (File No. 333-34286) and is incorporated herein by reference, except that the vesting of the options shall be as follows. The options vest as to 6.25% of the shares underlying each option grant at the end of each successive full three-month period following the grant date until the fourth anniversary of the grant date.

 

Executive Officer

 

Number of
Shares
Underlying
Stock Option
Grant

 

Douglas G. Bryant, Vice President of Finance and Administration, Chief Financial Officer, Treasurer and Secretary

 

50,000

 

 

 

 

 

J. Donald Oldham, Vice President of OEM Appliance Sales

 

30,000

 

 

 

 

 

Richard Graber, Vice President of Engineering and Operations

 

75,000

 

 

 

 

 

John Amaral, Chief Technology Officer

 

75,000

 

 

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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.

 

 

NETWORK ENGINES, INC.

 

 

Date:  December 20, 2005

By:

/s/ Douglas G. Bryant

 

 

 

Douglas G. Bryant

 

 

 

Vice President of Finance and
Administration, Chief Financial Officer,
Treasurer and Secretary (Principal
Financial Officer and Principal Accounting
Officer)

 

 

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