-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K97Qzhq8BxgWf2vGGomgjO7adqvlQCmlRKVBKlaUNVS7BWUUgWDNWDPlUsDbowI9 KxTMYIIotDVup97oh6qHPQ== 0001125282-06-004673.txt : 20060807 0001125282-06-004673.hdr.sgml : 20060807 20060807163154 ACCESSION NUMBER: 0001125282-06-004673 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060801 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060807 DATE AS OF CHANGE: 20060807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMAGNETICS GENERAL CORP CENTRAL INDEX KEY: 0000351012 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 141537454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11344 FILM NUMBER: 061009348 BUSINESS ADDRESS: STREET 1: 450 OLD NISKAYUNA RD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 BUSINESS PHONE: 5187821122 MAIL ADDRESS: STREET 1: 450 OLD NISKAYUNA ROAD STREET 2: PO BOX 461 CITY: LATHAM STATE: NY ZIP: 12110-0461 8-K 1 p414376_8k.htm FORM 8-K Prepared and filed by St Ives Financial


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): August 1, 2006


INTERMAGNETICS GENERAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 Delaware
(State or other jurisdiction of
incorporation or organization)
001-11344
(Commission File Number)

14-1537454
(I.R.S. Employer Identification No.)

 

450 Old Niskayuna Road

Latham, New York 12110

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (518) 782-1122

(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.

Compensation Committee Approves Incentive Compensation Bonuses for Fiscal Year 2005

On August 1, 2006, the Compensation Committee of the Board of Directors of Intermagnetics General Corporation (the “Company”) approved the payment of cash incentive bonus awards accrued during the Company’s recently completed fiscal year ended May 28, 2006. Payments under the Management Incentive Compensation Program (the “Plan”) are linked to financial and individual goals that are established at the beginning of the Company’s fiscal year by management and the Compensation Committee. The Plan reflects the philosophy of the Compensation Committee that annual incentive compensation is keyed to growth in profitability, with a smaller portion tied to individual goals. The Program is designed so that the aggregate of annual bonus awards under the Plan does not typically exceed 10% of consolidated operating income, as adjusted. Under the Plan, the performance of Mr. Epstein and Mr. Burke is measured based on growth in consolidated net income as adjusted and the performance of all other participants, with the exception of Mr. Pellegrino, is measured based on growth in net operating profit as adjusted. Mr. Pellegrino heads SuperPower Inc., a development stage subsidiary, and he is measured based on individual goals tied to achieving technical and funding milestones. During fiscal 2006, the Plan targeted 15% growth in the relevant performance measures both on a consolidated basis and within each operating unit for the quantitative portion of the bonus. Individual goals connected to the qualitative portion of the bonus are agreed to between each participant and his or her manager at the beginning of the fiscal year, and performance to those goals is assessed by the manager at the end of the fiscal year.

The Plan provides that participants are eligible to achieve a bonus of up to two times their bonus target if they exceed their financial goals by twice the targeted level.

For the Company’s recently completed fiscal year ended May 28, 2006, growth in adjusted net income and/or operating profit was calculated on a pro forma basis to measure the actual ongoing growth of businesses acquired by the Company in fiscal years ended May 30, 2004 and May 29, 2005. The Compensation Committee approved a bonus pool of about $3.1M for a total of about 100 participants in the 2006 Plan. Out of that pool, the bonuses approved by the Compensation Committee for the company’s executive officers are as follows:

 

Name, title

 

FY ‘06 Cash Award

 


 


 

Glenn H. Epstein, Chairman and CEO

 

$

852,500

 

Leo Blecher, Sector President, MRI

 

$

160,343

 

Michael K. Burke, Executive Vice President and CFO

 

$

247,500

 

Philip J. Pellegrino, Sector President, Energy Technology

 

$

89,250

 

Thomas J. O’Brien, Executive Vice President, Corporate Development

 

$

161,563

 


Under the Plan, the Compensation Committee may award or deny incentive compensation bonuses at its discretion based on individual and/or company performance.


Compensation Committee Confirms Pre-Tax EPS Performance for Performance-Based Long Term Equity Compensation Program

At its August 1 meeting, the Compensation Committee also confirmed that the Company achieved the pre-tax EPS target necessary for restrictions to lapse with respect to certain Restricted Stock Units granted under the Company’s 2000 Stock Option and Stock Award plan. Accordingly, 387,158 shares will be distributed to participants including the following shares to the Company’s executive officers:

 

Glenn H. Epstein

 

126,000

Leo Blecher

 

31,500

Michael K. Burke

 

31,500

Thomas J. O’Brien

 

31,500

Philip J. Pellegrino

 

11,250


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.

 

 

 

Intermagnetics General Corporation



 

By: 


/s/ Michael K. Burke

 

 

 


 

 

 

Michael K. Burke
Executive Vice President
and Chief Financial Officer

 

Dated: August 7, 2006


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