8-K/A 1 v109488_8ka.htm
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): February 4, 2008
 
RACKABLE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
000-51333
32-0047154
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

46600 Landing Parkway
Fremont, CA 94538
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (510) 933-8300
 
______________________________
 
 
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 Form 8-K/A amends the Form 8-K filed by Rackable Systems, Inc. on February 6, 2008, to amend Item 5.02 to reflect the appointment General Michael W. Hagee and Douglas R. King to several committees of the Board of Directors. These appointments are reflected in the last paragraph of Item 5.02, and no other changes have been made to Item 5.02.
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Resignation of Chief Financial Officer
 
On February 4, 2008 Madhu Ranganathan, the Chief Financial Officer of Rackable Systems, Inc. (the “Company”), advised the Company that she intends to voluntarily terminate her employment with the Company within three to five months, during which time a suitable successor can be hired and transitioned without interruption.
 
Compensation Arrangements with Named Executive Officers
 
On February 4, 2008, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) determined the fourth quarter 2007 cash bonuses for the Chief Executive Officer and Chief Financial Officer of the Company in the amounts as set forth in the table below.
 
Name
 
Title
 
Bonus Awarded Fourth Quarter 2007
Mark J Barrenechea
 
Chief Executive Officer
 
$82,500
         
Madhu Ranganathan
 
Chief Financial Officer
 
$34,650
 
Appointment of Directors
 
Effective February 6, 2008, each of Douglas R. King and General Michael W. Hagee was elected to the Board of Directors of the Company (the “Board”). Certain background information with respect to each of these new Board members is as follows:
 
General Michael W. Hagee was a member of the Joint Chiefs of Staff as the 33rd Commandant of the United States Marine Corps. Prior to that, he was the Commanding General of the 1st Marine Expeditionary Force. General Hagee retired from the Marine Corps in January, 2007. In total, General Hagee served in the U.S. military for more than 36 years. General Hagee holds numerous military, civilian, and foreign decorations, including the Bronze Star with Valor, National Intelligence Distinguished Service Medal, and Defense Distinguished Service Medal. General Hagee graduated with distinction from the U.S. Naval Academy in 1968 with a Bachelor of Science in Engineering. He also holds a Master of Science in Electrical Engineering from the U.S. Naval Postgraduate School and a Master of Arts in National Security and Strategic Studies from the Naval War College.
 
Douglas R. King is a Certified Public Accountant with more than 30 years of experience in the accounting industry. He most recently served as the Managing Partner of the San Francisco office of Ernst & Young LLP. His career experience with the firm includes significant client and operational responsibilities across the Pacific Northwest region. Douglas has a Bachelor of Science from the University of Wisconsin (Madison) and an MBA from the University of Arkansas. In addition to Rackable Systems, Mr. King currently serves on the Board of Directors of SJW Corp (NYSE: SJW) as Chairman of the Audit Committee and member of the Governance and Nomination Committee, Fuel Systems Solutions, Inc. (NASDAQ:FSYS) as Chairman of the Audit Committee and a member of its Governance Committee, and the private company Adaptive Spectrum and Signal Alignment, Inc. (“ASSIA”).
 
 
Compensation of Newly Elected Directors
 
As non-employee members of the Board, each of Mr. King and General Hagee will receive:
 
1.
Cash compensation under the Company’s cash compensation arrangements for non-employee directors, which is currently as follows:
 
        
Annual Retainer for Board Members:
  
$
45,000
  
         
Annual Retainer for Committee Positions:
        
         
Audit Committee Chairperson:
  
$
20,000
  
         
Other Audit Committee members:
  
$
10,000
  
         
Compensation Committee Chairperson:
  
$
10,000
  
         
Other Compensation Committee members:
  
$
5,000
  
         
Nominating Committee Chairperson:
  
$
6,000
  
         
Other Nominating Committee members:
  
$
3,000
  
         
Strategic Planning Committee Chairperson:
  
$
4,000
  
         
Other Strategic Planning Committee members:
  
$
2,000
  
         
Annual Retainer for Non-Employee Chairman of the Board:
  
$
50,000
  
 

All retainer payments will be paid quarterly in arrears, pro-rated for any partial quarters served.
 
2.
Stock options under the Company’s stock option arrangements for non-employee directors, which is currently as follows:
 
A. under the Company’s 2005 Non-Employee Directors’ Stock Option Plan:
 
 
a.
any new non-employee director will receive an initial option to purchase 11,333 shares of common stock;
 
 
b.
any non-employee director who becomes the Company’s audit committee chairman will receive an initial option to purchase 10,000 shares of common stock;
 
 
c.
any non-employee director who becomes the Company’s compensation or nominating and corporate governance committee chairman will receive an initial option to purchase 3,333 shares of common stock; and
 
 
d.
each non-employee director will receive an annual option grant to purchase 2,833 shares of the Company’s common stock, the Company’s audit committee chairman will receive an annual grant to purchase 2,500 shares of the Company’s common stock, and each compensation committee chairman and nominating and corporate governance committee chairman will receive an annual grant to purchase 833 shares of our common stock. Annual grants will be reduced proportionally if the person did not serve in that capacity for the full year prior to the annual grant.
 
B. In addition, it is the Board’s policy to grant to any new director an additional option to purchase 18,667 shares of common stock, effective upon the date of such appointment; one forty-eighth (1/48) of such shares would vest for each full month of Board service following the grant date.
 
Committee Assignments
 
On March 28, 2008, Mr. King was appointed as a member of the Audit Committee, including as the Chairman of the Audit Committee, and as a member of the Nominating and Corporate Governance Committee of the Board, and General Hagee was appointed as a member of each of the Nominating and Corporate Governance Committee and Strategic Committee of the Board.
 

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, thereunto duly authorized.
 
     
  Rackable Systems, Inc.
 
 		  
 		  
 
Dated: April 2, 2008 By:   /s/ Maurice Leibenstern
 
Maurice Leibenstern
  Senior Vice President, General Counsel and Corporate Secretary