UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
October 14, 2005 (October 13, 2005)
PEROT SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-22495
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75-2230700 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
2300 West Plano Parkway
Plano, Texas 75075
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:
(972) 577-0000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.
On October 13, 2005, Perot Systems Corporation, a Delaware corporation (the “Company”),
granted options (“Options”) to purchase shares of the Company’s Class A Common Stock, par value
$.01 per share (“Common Stock”), and awarded restricted stock units (“Restricted Stock Units”)
representing the right to receive shares of Common Stock upon vesting and the satisfaction of
individual performance criteria to certain of its employees. The Company made grants of Options
and awards of Restricted Stock Units to the Company’s Chief Executive Officer and four other most
highly compensated executive officers (as set forth in the Company’s Proxy Statement dated March
31, 2005) in the following amounts:
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| Name and Principal Position |
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Number of |
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Restricted Stock |
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Stock Options |
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Units |
Peter A. Altabef, President and Chief Executive Officer |
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100,000 |
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50,000 |
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Darcy Anderson, Vice President |
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25,000 |
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12,500 |
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James Champy, Vice President |
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20,000 |
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10,000 |
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Russell Freeman, Vice President and Chief Financial
Officer |
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45,000 |
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22,500 |
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John King, Vice President |
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20,000 |
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10,000 |
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The Options were issued pursuant to the Perot Systems Corporation 2001 Long-Term Incentive Plan
(the “Plan”) and have an exercise price equal to $13.63 per share, which was the last reported sale
price of the Common Stock on October 13, 2005. The specific terms of each grant are governed
by a Stock Option Agreement dated October 13, 2005, between the Company and the holder of the
Option, the form of which was filed as Exhibit 10.13 to the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2002. The Options will vest over five years in equal annual
installments beginning on the first anniversary of the date of grant and expire on the seventh
anniversary of the date of the grant. Vesting of these options is not contingent on any
performance criteria.
The Restricted Stock Units were also awarded pursuant to the Plan. The specific terms of each
award are governed by a Unit Certificate – Restricted Stock Unit Agreement dated October 13, 2005,
between the Company and each holder of Restricted Stock Units, the form of which was filed as
Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on March 12, 2004. The restricted stock units vest ratably over
five years in equal annual installments beginning on the first anniversary of the date of grant.
The vesting of each installment is dependent upon the executive officer’s receipt of a satisfactory
individual performance rating for his prior year’s performance. In addition, unvested Restricted
Stock Units are subject to forfeiture upon termination of the holder’s employment. The holder of a
Restricted Stock Unit has the right to receive dividends and distributions on the shares of the
underlying Common Stock, which dividends and distributions, if any, are payable in additional
shares of Common Stock. The shares of Common Stock received in connection with any such dividends
and distributions vest, if at all, on the same date as Restricted Stock Units to which the
distributed shares relate vest.