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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: December 15, 2006
DATE OF EARLIEST EVENT REPORTED: December 13, 2006
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 December 13, 2006, the Compensation Committee approved and made
grants to executive officers pursuant to the Company's forms of
Nonqualified Stock Option Agreement (Annual) and Employee Performance Share
Unit Award Agreement. The forms provide for grants of awards pursuant to
the CommScope, Inc. 2006 Long Term Incentive Plan. The Nonqualified Stock
Option Agreement (Annual) provides that a grantee has the option to
purchase shares of Company common stock, which option generally vests in
1/3 increments on each of the first, second and third anniversaries of the
date of grant. The Employee Performance Share Unit Award Agreement
generally provides that a grantee will be eligible to receive shares of
Company common stock upon the third anniversary of the date of grant in
respect of performance units which have vested as a result of the Company's
performance during the applicable performance period. The relevant
performance measure under the Performance Share Unit Award Agreement is the
ratio of operating income, subject to certain adjustments, to revenue. The
Compensation Committee also approved the Company's forms of Employee
Restricted Stock Unit Agreement and Director's Nonqualified Stock Option
Agreement (but made no grants to executive officers or directors pursuant
to these two forms of agreement). The forms provide for grants of awards
pursuant to the CommScope, Inc. 2006 Long Term Incentive Plan. The Employee
Restricted Stock Unit Agreement generally provides that a grantee will be
eligible to receive shares of Company common stock upon the third
anniversary of the date of grant provided the grantee remains employed with
the Company. The Directors Nonqualified Stock Option Agreement provides
that a grantee has the option to purchase shares of Company common stock,
which option generally vests in 1/3 increments on each of the first, second
and third anniversaries of the date of grant.
The form of Nonqualified Stock Option Agreement (Annual), Employee
Performance Share Unit Award Agreement, Employee Restricted Stock Unit
Agreement and Director's Nonqualified Stock Option Agreement are each
attached hereto as an exhibit.
The options and performance share units granted to our named executive
officers on December 13, 2006 are as follows:
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Options Performance Share Units Granted
Name and Title Granted ----------------------------------
--------------------------------- ---------- Threshold Target Maximum
Performance Performance Performance
--------------------------------- ---------- ------------ ------------ -----------
Frank M. Drendel 51,100 14,500 29,000 43,500
Chairman and Chief Executive
Officer
--------------------------------- ---------- ------------ ------------ -----------
Brian D. Garrett 19,900 5,650 11,300 16,950
President and Chief Operating
Officer
--------------------------------- ---------- ------------ ------------ -----------
Jearld L. Leonhardt 12,000 3,400 6,800 10,200
Executive Vice President Finance
and Chief Financial Officer
--------------------------------- ---------- ------------ ------------ -----------
Randall W. Crenshaw 4,500 2,640 5,280 7,920
Executive Vice President and
General Manager, Enterprise
--------------------------------- ---------- ------------ ------------ -----------
Edward A. Hally 3,600 2,100 4,200 6,300
Executive Vice President and
General Manager, Carrier
----------------------------------- ---------- ------------ ------------ ---------
In addition, the Committee granted (i) options to purchase 17,300 shares of
our common stock to our other executive officers and (ii) 19,920
performance share units to our other executive officers which will vest if
target performance levels are achieved. (Our other executive officers will
vest in 9,960 performance share units if threshold performance levels are
achieved and 29,880 performance share units if the maximum performance
levels are achieved.)
Item 9.01. Financial Statements and Exhibits.
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(c) Exhibit Description
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10.1 Form of Nonqualified Stock Option Agreement
(Annual)
10.2 Form of Employee Performance Share Unit Award
Agreement
10.3 Form of Employee Restricted Stock Unit Agreement
10.4 Form of Director's Nonqualified Stock Option
Agreement
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: December 15, 2006
COMMSCOPE, INC.
By: /s/ Frank B. Wyatt, II
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Frank B. Wyatt, II
Senior Vice President,
General Counsel and Secretary
INDEX OF EXHIBITS
Exhibit No. Description
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10.1 Form of Nonqualified Stock Option Agreement (Annual)
10.2 Form of Employee Performance Share Unit Award Agreement
10.3 Form of Employee Restricted Stock Unit Agreement
10.4 Form of Director's Nonqualified Stock Option Agreement