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Attachment 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported) January 28, 2008
Ultratech, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-22248 (Commission File Number) |
94-3169580 (IRS Employer Identification No.) |
| 3050 Zanker Road, San Jose, California (Address of principal executive offices) Registrant’s telephone number, including area code |
95134 (Zip Code) (408) 321-8835 |
Not Applicable
(Former name or former address, if changed since last report)
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 5.02 Departure of Directors or certain Officers; Election of Directors: Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On January 28, 2008 the Compensation Committee of the Board of Directors of Ultratech, Inc. (the
“Company”) implemented an incentive compensation program for the Company’s executive officers for
the 2008 fiscal year. The program is comprised of stock option grants to purchase shares of the
Company’s common stock, restricted stock unit awards for additional shares of such common stock and
a cash bonus opportunity under the Company’s Long Term Incentive Plan (the “LTIP”) tied to the
Company’s attainment of pre-established performance objectives for the 2008 fiscal year.
The stock option grants and restricted stock unit awards will be made under the Company’s 1993
Stock Option/Stock Issuance Plan, as amended and restated January 30, 2007 (the “Plan”), on
February 4, 2008 to the following named executive officers for the number of shares of the
Company’s common stock indicated:
| Number of Shares Subject to Restricted | ||||||||
| Name | Number of Option Shares | Stock Units | ||||||
A. Zafiropoulo |
75,000 | 75,000 | ||||||
B. Wright |
20,000 | 5,000 | ||||||
The cash bonus opportunity under the LTIP for the 2008 fiscal year will be based on the Company’s
attainment of net income and revenue growth targets for that year. Half of the bonus opportunity
will be tied to the net income target, and the other half will be tied to the revenue target. The
Compensation Committee has set threshold, target, above-target tier I and above-target tier II
levels for each performance goal. The bonus which each named executive officer may earn for the
2008 fiscal year will be based on the level at
which each of the two performance goals are attained. If each performance goal is attained at
target level, then the target bonus payable will be 90% of 2008 base salary for Mr. Zafiropoulo and
85% of 2008 base salary for Mr. Wright. Following the close of the 2008 fiscal year, the
Compensation Committee will determine the actual bonus amount for each participant. Half of that
amount will be paid to the participant following the close of the 2008 fiscal year, provided the
participant continues in the Company’s employ through such date or is otherwise eligible for such
portion by reason of his or her retirement at or after age 65. The other half will be deferred and
subject to an annual installment vesting schedule tied to the participant’s continued service with
the Company over an additional three-year period. The deferred portion will be paid as it vests
and will earn interest at the prime rate until paid.
The LTIP provides for pro-ration of the non-deferred portion of the bonus in the event the
participant’s employment should terminate under certain defined circumstances during the
performance period. The deferred portion of the bonus will immediately vest and become payable in
the event the participant’s employment terminates under certain defined circumstances during the
deferral period. Accelerated payouts under the LTIP may also occur in the event of certain changes
in control or ownership of the Company.
Mr. Zafiropoulo and Mr. Wight are the two named executive officers who will participate in the LTIP
for the 2008 fiscal year. The bonus potential for each such officer, as a multiple of his target
bonus, is as follows for each level of attainment of the applicable performance goal
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NET INCOME GOAL
| LEVEL OF ATTAINMENT | MULTIPLE OF TARGET BONUS | |||
THRESHOLD |
.25x | |||
TARGET |
.50x | |||
ABOVE-TARGET I |
.75x | |||
ABOVE-TARGET II |
1.0x | |||
REVENUE GOAL
| LEVEL OF ATTAINMENT | MULTIPLE OF TARGET BONUS | |||
THRESHOLD |
.25x | |||
TARGET |
.50x | |||
ABOVE-TARGET I |
.75x | |||
ABOVE-TARGET II |
1.0x | |||
The bonus amount will be interpolated on a straight line basis if performance attainment is at a
point between two of the indicated levels. Appropriate interpolation
will also be applied if a performance goal is attained at a level
higher than the above-target II level.
The foregoing description is qualified in its entirety by reference to the LTIP, as amended and
restated January 28, 2008, which is incorporated herein by reference and attached hereto as Exhibit
10.1.
Item 8.01 Other Events
On January 29, 2008, the Company’s Board of Directors adopted an amendment to the Company’s 1998
Supplemental Stock Option/Stock Issuance Plan, a non-stockholder-approved plan, in order to
expressly authorize the issuance of restricted stock unit awards under the stock issuance program
under the plan and to effect certain revisions to the capital adjustment provisions of the plan
that have become necessary as a result of the financial accounting rules applicable to the plan. A
copy of the January 29, 2008 amended and restated 1998 Supplemental Stock Option/Stock Issuance
Plan is attached hereto as Exhibit 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1
|
Ultratech, Inc. Long Term Incentive Compensation Plan as amended and restated January 28, 2008. | |
Exhibit 10.2
|
Ultratech, Inc. 1998 Supplemental Stock Option/Stock Issuance Plan, as amended and restated January 29, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 1, 2008
| ULTRATECH, INC. | ||||||
| By: | /s/ Bruce R. Wright | |||||
| Bruce R. Wright Senior Vice President, Finance and Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer |
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