UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported):
March 7,
2005
Cabot
Microelectronics Corporation
(Exact
name of registrant as specified in its charter)
|
Delaware |
|
000-30205 |
|
36-4324765 |
|
(State
or other jurisdiction of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification) |
|
870
Commons Drive, Aurora, Illinois |
|
60504 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
|
(630)
375-6631 |
|
(Registrant’s
telephone number, including area code) |
|
Not
applicable |
|
(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:
|_|
Written communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|_|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR240.14a-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))
EXPLANATORY
NOTE
Cabot
Microelectronics Corporation files this first amendment to its Current Report on
Form 8-K, which it filed on March 8, 2005, to correct a typographical error in
the line item “Committee and Board Meeting Fees”, whereby the words “and Board”
had been inadvertently omitted from the original Form 8-K.
|
Item
1.01 |
Entry
into a Material Definitive Agreement |
Revised Compensation for
Non-Employee Directors
On March
7, 2005 the Board of Directors of Cabot Microelectronics Corporation (the
“Company”) approved a revised compensation program for the Company’s
non-employee directors. Adoption of the revised compensation program was the
result of a review of the Company’s non-employee director compensation policies
by the Nominating and Corporate Governance Committee of the Board and the
Committee’s compensation consultant. Effective as of such date and coinciding
with the date of the Company’s 2005 annual meeting of stockholders on March 8,
2005, non-employee directors will be eligible for the following
compensation:
|
Annual
Retainer Fee (previously $20,000) |
$35,000 |
|
|
Committee
and Board Meeting Fees (previously $1,000) |
$1,500 |
|
|
Committee
Chair Annual Retainer Fees: |
|
|
|
Audit
Committee Chairperson (no change) |
$20,000 |
|
|
Compensation
Committee Chairperson (new) |
$10,000 |
|
|
Nominating
and Corporate Governance Chairperson (new) |
$10,000 |
|
|
Annual
Non-qualified Stock Option Grant (no change) |
10,000 |
options |
|
Initial
Non-qualified Stock Option Grant (no change) |
15,000 |
options |
Non-employee
directors continue to be eligible to choose to receive compensation either in
cash, in fully vested restricted stock under our Second Amended and Restated
Cabot Microelectronics Corporation 2000 Equity Incentive Plan, or as deferred
compensation under our Director’s Deferred Compensation Plan. Our Directors’
Deferred Compensation Plan, which was previously filed as an exhibit, allows
non-employee directors to defer their compensation in the form of rights to
acquire the equivalent number of shares of common stock at the end of the
deferral period. Non-employee directors continue to receive their respective
annual retainer fees, committee chair annual retainer fees and annual
non-qualified stock option grants at the time of our annual meeting, or upon the
date of a director’s original election to the Board of Directors, if other than
the annual meeting date.
|
Item
5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
(d) New
directors
The
Company issued a press release on March 8, 2005, which is attached hereto as
Exhibit 99.1, announcing that Edward J. Mooney has been elected a director of
the Board of Directors of the Company effective March 8, 2005. Mr. Mooney was
elected on March 7, 2005 at a regularly scheduled meeting of the Board of
Directors, as a Class I director, with a term to expire at the Company’s annual
meeting of stockholders in 2007, or until his successor has been duly elected
and qualified. He also was appointed a member of the Compensation Committee of
the Company.
The
Company issued a press release on March 8, 2005, which is attached hereto as
Exhibit 99.1, announcing that Albert Y.C. Yu has been elected a director of the
Board of Directors of the Company effective March 8, 2005. Dr. Yu was elected on
March 7, 2005 at a regularly scheduled meeting of the Board of Directors, as a
Class III director, with a term to expire at the Company’s annual meeting of
stockholders in 2006, or until his successor has been duly elected and
qualified. He also was appointed a member of the Compensation Committee of the
Company.
|
Item
9.01 |
Financial
Statements and
Exhibits. |
|
(c) |
Exhibits |
| |
|
| |
The
following exhibit is being furnished, not filed, herewith pursuant to Item
5.02 of Form 8-K: |
| |
|
| |
99.1 Press
release, dated March 8, 2005, entitled “Robert J. Birgeneau, Edward J.
Mooney, and Albert Y.C. Yu Elected to Cabot Microelectronics’ Board of
Directors.” |
SIGNATURE
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.
| |
CABOT
MICROELECTRONICS CORPORATION |
| |
|
|
| |
|
|
|
Date:
May 25, 2005 |
By: |
/s/
WILLIAM S. JOHNSON |
| |
|
William
S. Johnson |
| |
|
Vice
President and Chief Financial Officer |
| |
|
[Principal
Financial Officer] |
INDEX TO
EXHIBITS
|
Exhibit
Number |
Title |
|
99.1 |
Press
release, dated March 8, 2005, entitled “Robert J. Birgeneau, Edward J.
Mooney, and Albert Y.C. Yu Elected to Cabot Microelectronics’ Board of
Directors.” |