UNITED STATES 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
Date of Report (Date of earliest event reported): May 28, 2008
Intervoice, Inc.
(Exact name of registrant as specified in its charter)
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| Texas
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001-15045
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75-1927578 |
| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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Identification No.) |
17811 Waterview Parkway,
Dallas, Texas 75252
(Address, including zip code, of principal executive offices)
Registrant’s telephone number, including area code: (972) 454-8000
Not applicable
(Former name or former address, if changed since last report)
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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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 28, 2008, the Compensation Committee of Intervoice, Inc. (the “Company”) adopted
the Intervoice, Inc. Fiscal Year 2009 Annual Incentive Compensation Plan (the “Plan”). A copy of a
summary of the Plan is attached as Exhibit 10.1 hereto and incorporated herein by reference.
On such date the Compensation Committee also approved the following increases to the
annual base salaries for certain executive officers of the Company: the base salary of James A.
Milton, President and Chief Operating Officer, was increased by 4.3% to $365,000; the annual base
salary of Craig E. Holmes, Executive Vice President, Chief Financial Officer and Treasurer, was
increased by 4.8% to $275,000; the base salary of Francis G. Sherlock, Senior Vice President and
Managing Director of the EMEA, was increased by 3.1% to $245,000; and the base salary of Kenneth A.
Goldberg, Senior Vice President Corporate Development, Marketing and Alliances, was increased by
4.3% to $240,000. Mr. Sherlock’s salary is paid in the currency
of the United Kingdom and the amount of his salary is set forth above
in the currency of the United States of America based on current
exchange rates.
On May 28, 2008 the Company and Michael J. Polcyn entered into a Second Amendment (the “Second
Amendment”) to Employment Agreement to further amend his Employment Agreement effective March 1,
2007 (as so amended, the “Employment Agreement”). In order to effectuate Mr. Polcyn’s desire to
retire from his employment at a mutually agreeable date, the Employment Agreement was amended to
provide that his employment term would expire on May 31, 2008. In connection with his retirement,
Mr. Polcyn resigned from his positions as Senior Vice President Engineering and Chief Technology
Officer. A copy of the Second Amendment is attached as Exhibit 10.2 hereto and incorporated herein
by reference.
Item 7.01. Regulation FD Disclosure
As previously disclosed, during fiscal 2008 the Compensation Committee resolved to freeze
compensation for the Company’s executive officers until the Company’s performance improved or the
Compensation Committee determined that other circumstances dictated that it would be appropriate to
increase or offer additional compensation. The freeze included any new bonus arrangements, salary
adjustments and equity-based compensation awards. The only exceptions to the freeze on executive
compensation were bonus arrangements made available to one or more of the Company’s principal sales
executives to provide an incentive for sales bookings, revenues and/or contribution margins. On May
28, 2008, the Compensation Committee terminated the freeze on executive compensation. The principal
reason to terminate the freeze on executive compensation is to provide cash bonus programs and
equity based compensation awards that will provide an incentive to executive officers to achieve
key corporate objectives that will create shareholder value. In light of the freeze on salary
adjustments during fiscal 2008, the Compensation Committee believes that certain salary increases
for executive officers made in accordance with its compensation procedures and objectives are
appropriate during fiscal 2009. But the Compensation Committee also believes that, with the
exception of salary increases due to promotions, such salary increases should generally be made in
modest amounts until our financial performance improves or other circumstances dictate that larger
salary increases are appropriate.
As previously disclosed, during fiscal 2008 the Board froze compensation for the
Company’s Board of Directors until the company’s performance improved or the Board determined that
other circumstances dictated that it would be appropriate to increase or offer additional
compensation. The freeze precluded increases in annual retainers and meeting fees and new grants of
equity compensation. On May 29, 2008, the Board terminated the freeze on director compensation. The
primary reasons for terminating the freeze on director compensation
were to provide the Board with
discretionary authority to offer competitive compensation programs to
attract and retain qualified directors and grant equity
compensation to directors to further align their interests
with the interests of shareholders.