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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT: FEBRUARY 28, 2005
DATE OF EARLIEST EVENT REPORTED: FEBRUARY 24, 2005
COMMSCOPE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12929 36-4135495
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation)
1100 COMMSCOPE PLACE, SE
P.O. BOX 339
HICKORY, NORTH CAROLINA 28602
(Address of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (828) 324-2200
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))
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Item 1.01. Entry Into a Material Definitive Agreement.
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On February 24, 2005, the Compensation Committee (the "Compensation
Committee") of the Board of Directors of CommScope, Inc. (the "Company")
approved the payment of annual cash bonus awards totaling $1,793,581 for
the year ended December 31, 2004 (collectively, the "Annual Incentive
Awards") to the Company's executive officers. This amount includes a bonus
payment to an individual who was not an executive officer in 2004, but is
an executive officer in 2005.
The Annual Incentive Awards were made pursuant to the CommScope, Inc.
Annual Incentive Plan, which has been approved by the Company's
stockholders. The Annual Incentive Awards were determined by the
Compensation Committee based on the performance of the Company and certain
of its operating units during 2004 against certain EBITDA performance
measures approved by the Compensation Committee in the first quarter of
2004.
The following table sets forth the Annual Incentive Awards to be made
to the Company's named executive officers with respect to the 2004
performance year:
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NAME TITLE ANNUAL INCENTIVE AWARD
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Frank M. Drendel Chairman and Chief Executive $427,027
Officer
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Brian D. Garrett President and Chief Operating $226,535
Officer
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Jearld L. Leonhardt Executive Vice President and $180,047
Chief Financial Officer
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Randy Crenshaw(1) Executive Vice President and $152,804
General Manager, Enterprise
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Gene W. Swithenbank (2) Executive Vice President, $186,702
Global Broadband Sales and
Marketing
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Edward A. Hally(1) Executive Vice President and $100,935
General Manager, Wireless and
Carrier
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(1) We expect to name Randy Crenshaw as a named executive officer for the
2004 performance year. Edward Hally was a named executive officer for
the 2003 performance year.
(2) Gene Swithenbank resigned as Executive Vice President, Global
Broadband Sales and Marketing effective December 31, 2004, although he
is currently an employee of CommScope, Inc. of North Carolina, a
subsidiary of the Company.
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Item 1.02 Termination of a Material Definitive Agreement
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On February 24, 2005, the Board of Directors of the Company authorized
the Company to terminate the CommScope, Inc. Deferred Compensation Plan for
Directors and to consent to the termination of the CommScope, Inc. of North
Carolina Deferred Compensation Plan (collectively, the "Plans"), primarily
because of a low participation rate as well as an anticipated increase in
administrative costs arising from the adoption of the American Jobs
Creation Act of 2004. The Plans had permitted the directors of the Company
and management employees of CommScope, Inc. of North Carolina to defer
receipt of a specified portion of their directors fees or compensation, as
applicable. The termination of the Plans will be effective as of February
28, 2005 and the Company or CommScope, Inc. of North Carolina, as
applicable, will distribute participant accounts, in accordance with the
terms of the Plans, in 2005.
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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.
Dated: February 28, 2005
COMMSCOPE, INC.
By:/s/ Frank B. Wyatt, II
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Frank B. Wyatt, II
Senior Vice President, General Counsel
and Secretary