Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 10, 2007
(Exact name of registrant as specified in its charter)
|
Delaware |
|
0-27231 |
|
13-3818604 |
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission |
|
(I.R.S. Employer |
(Address of Principal Executive Offices) (Zip Code)
(858) 228-2000
(Registrant’s telephone number, including area code)
(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))
|
Item 5.02(e) |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; |
||
|
Compensatory Arrangements of Certain Officers. |
|
|
|
|
|
|
||
|
|
Approval of Restricted Stock Unit Award Program |
||
|
|
|
||
|
|
On January 10, 2007, the Compensation Committee of the Board approved a form of Restricted Stock Unit Agreement (the “RSU Agreement”) to govern the issuance of restricted stock units (“RSU”) to executive officers under the Company’s 2005 Equity Incentive Plan (the “Plan”). Each RSU represents the right to receive a share of Stock (a “Share”) on the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. The RSUs that may be awarded to executive officers under the RSU Agreement will vest according to vesting schedules specified in the notice of grant accompanying each grant. |
||
|
|
|
||
|
|
The form of RSU Agreement and the form of notice of grant are filed herewith as Exhibit 99.3 and incorporated herein by this reference. |
||
|
|
|
|
|
|
Item 9.01(d) |
Exhibits. |
|
|
|
|
|
|
|
|
Exhibit No. |
Description |
|
|
|
|
|
||
|
99.3 |
Form of Restricted Stock Unit Agreement and Form of Notice of Grant under the Company’s 2005 Equity Incentive Plan |
||
2
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.
|
|
WIRELESS FACILITIES, INC. |
|
|
|
|
|
|
Date: January 17, 2007 |
|
/s/ James R. Edwards |
|
|
|
James R. Edwards |
|
|
|
Senior Vice President, General Counsel and Secretary |
3
EXHIBIT INDEX
|
Exhibit Number |
|
Description |
|
Exhibit 99.3 |
|
Form of Restricted Stock Unit Agreement and Notice of Grant under the Company’s 2005 Equity Incentive Plan |
4