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

 

May 9, 2008

(Date of earliest event reported)

 

Access Integrated Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

000-51910

22-3720962

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

55 Madison Avenue, Suite 300, Morristown, New Jersey

07960

(Address of principal executive offices)

(Zip Code)

 

 

973-290-0080

(Registrant’s telephone number, including area code)

 

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))

 

 

 


TABLE OF CONTENTS

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 9.01.

Financial Statements and Exhibits

Signatures

Exhibit Index

 

 

2

 


Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e)        On May 9, 2008, the Board of Directors of Access Integrated Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the Second Amended and Restated 2000 Equity Incentive Plan of the Company (the “Plan”).

 

The Amendment allows for the grant of Restricted Stock Units in addition to stock options, Class A Common Stock, restricted Class A Common Stock, stock appreciation rights, performance awards and other equity-based awards. The maximum number of shares that may be issued under the Plan was not amended. The Amendment did not require shareholder approval.

 

On May 9, 2008, grants of Restricted Stock Units (“RSUs”) were made pursuant to the Plan to the following officers: (i) 100,000 RSUs to Charles Goldwater, Senior Vice President, Media Services Group and President and Chief Operating Officer of Christie/AIX, Inc., the Company’s indirectly wholly-owned subsidiary, (ii) 90,000 RSUs to Gary S. Loffredo, Senior Vice President – Business Affairs, General Counsel and Secretary of the Company, (iii) 75,000 RSUs to Brian D. Pflug, Senior Vice President – Accounting and Finance of the Company, and (iv) 75,000 RSUs to Jeff Butkovsky, Senior Vice President – Chief Technology Officer of the Company. The RSUs (i) are payable in cash or in shares of the Corporation’s Class A Common Stock (the “Common Stock”), or a combination thereof, at the discretion of the Corporation, and (ii) will vest on the third anniversary of the date of grant unless accelerated as follows: (a) on the first anniversary of the grant, (a) 1/3 of the RSUs will vest if the Common Stock has traded at $7.00 or more for at least 10 consecutive trading days (a “10-day period) during the year ending on such date or (b) 2/3 of the RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the year ending on such date and (b) on the second anniversary of the grant, 1/3 of the unvested RSUs will vest if the Common Stock has traded at $7.00 or more for a 10-day period during the two years ending on such date or (ii) 2/3 of the unvested RSUs will vest if the Common Stock has traded at $9.50 or more for a 10-day period during the two years ending on such date or (iii) all of the unvested RSUs will vest if the Common Stock has traded at $12.00 or more for a 10-day period during the year ending on such date.

 

Also on May 9, 2008, as part of annual compensation for service on the Board of Directors, grants of 20,690 RSUs were made pursuant to the Plan to each of the Company’s non-employee directors, including Wayne L. Clevenger, Gerald C. Crotty, Robert Davidoff, Matthew W. Finlay and Robert E. Mulholland. Such RSUs (i) are payable in cash or in shares of Common Stock, or a combination thereof, at the discretion of the Corporation, and (ii) will vest as to one-third on each of the first three anniversaries of the date of grant.

 

The Amendment is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(c)

Exhibits .

 

 

 

 

 

 

 

Exhibit Number

 

Description

 

10.1

 

Amendment dated May 9, 2008 to Second Amended and Restated 2000 Equity Incentive Plan of the Company

 

10.2

 

Form of Restricted Stock Unit Agreement (for employees)

 

10.3

 

Form of Restricted Stock Unit Agreement (for directors)

 

 

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SIGNATURE

 

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

 

Dated as of May 14, 2008

 

 

 

 

 

By: 

/s/ Gary S. Loffredo

 

 

Name:

Gary S. Loffredo

 

 

Title:

Senior Vice President—Business Affairs, General Counsel and Secretary

 

 

 

 

 

 

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EXHIBIT INDEX

 

 

Exhibit Number

 

Description

 

 

 

10.1

 

Amendment dated May 9, 2008 to Second Amended and Restated 2000 Equity Incentive Plan of the Company

10.2

 

Form of Notice of Restricted Stock Unit Agreement (employees)

10.3

 

Form of Restricted Stock Unit Agreement (for directors)

 

 

 

5

 

 

EXHIBIT 10.1

 

AMENDMENT

TO THE

SECOND AMENDED AND RESTATED

2000 EQUITY INCENTIVE PLAN

OF

ACCESS INTEGRATED TECHNOLOGIES, INC.

 

In accordance with Section 11.1 of the Second Amended and Restated 2000 Equity Incentive Plan of Access Integrated Technologies, Inc. (the “Plan”), the Plan is hereby amended as follows:

 

 

1.

Section 5.1 is hereby amended and restated in its entirety to read as follows:

 

“5.1 Types of Awards . Awards under this Plan may be in any of the following forms (or a combination thereof) (i) stock option awards; (ii) stock appreciation rights; (iii) Stock or Restricted Stock; (iv) Performance Awards; or (v) Restricted Stock Units. All awards shall be made pursuant to award agreements between the Participant and the Company. The agreements shall be in such form as the Committee approves from time to time.”

 

 

2.

A new Section 9A is added to the Plan to read in its entirety as follows:

 

“Section 9A. Restricted Stock Units

 

9A.1 Grant of Restricted Stock Units . Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Restricted Stock Units to Participants in such amounts as the Committee shall determine. Restricted Stock Units shall be similar to Restricted Stock except that (a) no Stock is actually awarded to the Participant on the Grant Date and (b) the Committee shall have the discretion to pay such awards upon vesting in either cash or Stock, or a combination of cash and Stock. The Board of Directors or the Committee, in its sole discretion, shall have the right (but shall not in any case be obligated), to permit the vesting of any Restricted Stock Unit prior to the time such Restricted Stock Unit would otherwise vest under its terms, provided that the payment of cash or Stock, or a combination of cash and Stock, shall not be made until the original vesting date.

 

9A.2 Restricted Stock Unit Agreement . Each Restricted Stock Unit grant shall be evidenced by an Award Agreement that shall specify the period(s) of restriction, the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine.

 


9A.3 Other Restrictions . The Committee shall impose such other conditions and/or restrictions on any Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, pure time-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which Stock is listed or traded, or holding requirements or sale restrictions placed on Stock by the Company upon vesting of such Restricted Stock Units.

 

9A.4 Payment of Taxes

 

To enable the Company to meet any applicable federal, state or local withholding tax requirements arising as a result of the vesting of Restricted Stock Units, the Participant shall pay the Company the amount of tax to be withheld or may elect to satisfy such obligation:

 

(a) by having the Company withhold cash and/or shares of Stock that otherwise would be delivered to the Participant;

 

(b) by delivering to the Company other shares of Stock owned by the Participant prior to the vesting of the Restricted Stock Units; or

 

(c) by making a payment to the Company consisting of a combination of cash and such shares of Stock.

 

Such an election shall be made prior to the date to be used to determine the tax to be withheld. The value of any share of Stock to be withheld by the Company or delivered to the Company pursuant to this Section 9A.4 shall be the Market Price on the date used to determine the amount of tax to be withheld.

 

 

3.

The provisions of this Amendment are effective as of May 9, 2008.

IN WITNESS WHEREOF, the Corporation by its duly authorized officer has caused these presents to be signed as of this 9 th day of May, 2008.

 

     

ACCESS INTEGRATED TECHNOLOGIES, INC.

 


 

By:

/s/ Gary S. Loffredo

     

Title:

Senior Vice President - General Counsel



 

 

2

 

 

EXHIBIT 10.2

 

ACCESS INTEGRATED TECHNOLOGIES, INC.

RESTRICTED STOCK UNIT AGREEMENT

 

THIS AGREEMENT, dated as of ______________, between Access Integrated Technologies, Inc. (the “Company”), a Delaware corporation, and ________________ (the “Employee”).

 

WHEREAS, the Employee has been granted the following award under the Company’s Second Amended and Restated 2000 Equity Incentive Plan (the “Plan”);

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows.

 

1.          Award of Shares . Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Employee is hereby awarded ______ Restricted Stock Units (the “Award”), subject to the terms and conditions of the Plan and those herein set forth. The Award is granted as of ________________ (the “Date of Grant”). Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.

 

2.          Vesting of Award: Treatment upon Termination of Service . Unless otherwise provided by the Committee, all Restricted Stock Units under this Agreement shall be subject to the vesting schedule in this Section 2.

 

(a)        Vesting Generally . Subject to the following provisions of this Section 2 and the other terms and conditions of this Agreement, this Award shall become vested on the following schedule:

 

 

In the event of termination of employment of the Employee for any reason other than as set forth in Section 2(b), below, the Employee shall be vested in the portion, if any, of the Award in which the Employee is vested at the time of the termination of employment under this Section 2(a) and Section 2(c).

 

(b)        Death or Disability . In the event of termination of employment of the Employee by reason of the Employee’s death or Permanent Disability, the Employee shall become fully vested in the Award.

 

(c)        Change in Control . Notwithstanding any provision of this Section 2 to the contrary, the Award shall become immediately vested in full upon a Change in Control.

 

 

(d)

Forfeiture . That portion of the Award which is not vested

 


immediately following the Employee’s termination of employment, as described above, shall be immediately forfeited to the Company.

 

3.          Other Terms and Conditions . It is understood and agreed that the Award of Restricted Stock Units evidenced hereby is subject to the following terms and conditions:

 

(a)        Rights of a Stockholder . The Employee shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Stock Units. Until and unless the Employee receives Stock as payment of the Award, the Employee shall have no rights of a stockholder, including, but not limited to, the right to vote and to receive dividends.

 

(b)        No Right to Continued Employment . This Award shall not confer upon the Employee any right with respect to continuance of employment by the Company nor shall this Award interfere with the right of the Company to terminate the Employee’s employment at any time.

 

4.          Payment of Awards . Awards shall be paid at the time they become vested. The Company shall have the sole unfettered discretion to determine whether to pay such Awards in Stock, cash or a combination of Stock and cash. Any Stock delivered hereunder, or any interest therein, may he sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.

 

5.          Tax Withholding . No later than the date of vesting of the Award or any portion thereof, the Employee shall pay to the Company an amount sufficient to allow the Company to satisfy its tax withholding obligations. To this end, the Employee shall either:

 

(a)       pay the Company the amount of tax to be withheld in cash (including through payroll withholding or withholding of cash from the Award),

 

(b)       deliver to the Company other shares of Stock owned by the Employee prior to such date having a fair market value, as determined by the Committee, not less than the amount of the withholding tax due, or

 

(c)       make a payment to the Company consisting of a combination of cash and such shares of Stock.

 

6.          References . References herein to rights and obligations of the Employee shall apply, where appropriate, to the Employee’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

 

7.          Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to principles of conflict

 

2

 


of laws.

 

8.          Employee Bound by Plan . The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions thereof.

 

9.          Counterparts . This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

 

 

 

ACCESS INTEGRATED TECHNOLOGIES, INC.

 

 

 

By: 

 

 

 

 

 

 

 

 

 

 

 

 

Employee

 

 

3

 

 

EXHIBIT 10.3

ACCESS INTEGRATED TECHNOLOGIES, INC.

RESTRICTED STOCK UNIT AGREEMENT

 

THIS AGREEMENT, dated as of ______________, between Access Integrated Technologies, Inc. (the “Company”), a Delaware corporation, and ________________ (the “Director”).

 

WHEREAS, the Director has been granted the following award under the Company’s Second Amended and Restated 2000 Equity Incentive Plan (the “Plan”);

 

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the parties hereto agree as follows.

 

1.          Award of Shares . Pursuant to the provisions of the Plan, the terms of which are incorporated herein by reference, the Director is hereby awarded ______ Restricted Stock Units (the “Award”), subject to the terms and conditions of the Plan and those herein set forth. The Award is granted as of ________________ (the “Date of Grant”). Capitalized terms used herein and not defined shall have the meanings set forth in the Plan. In the event of any conflict between this Agreement and the Plan, the Plan shall control.

 

2.          Vesting of Award: Treatment upon Termination of Service . Unless otherwise provided by the Committee, all Restricted Stock Units under this Agreement shall be subject to the vesting schedule in this Section 2.

 

(a)        Vesting Generally . Subject to the following provisions of this Section 2 and the other terms and conditions of this Agreement, this Award shall become vested on the following schedule:

 

In the event of termination of employment of the Director for any reason other than as set forth in Section 2(b), below, the Director shall be vested in the portion, if any, of the Award in which the Director is vested at the time of the termination of employment under this Section 2(a) and Section 2(c).

 

(b)        Death or Disability . In the event of termination of employment of the Director by reason of the Director’s death or Permanent Disability, the Director shall become fully vested in the Award.

 

(c)        Change in Control . Notwithstanding any provision of this Section 2 to the contrary, the Award shall become immediately vested in full upon a Change in Control.

 

(d)        Forfeiture . That portion of the Award which is not vested immediately following the Director’s termination of employment, as described above, shall be immediately forfeited to the Company.

 


 

3.          Other Terms and Conditions . It is understood and agreed that the Award of Restricted Stock Units evidenced hereby is subject to the following terms and conditions:

 

(a)        Rights of a Stockholder . The Director shall have no right to transfer, pledge, hypothecate or otherwise encumber such Restricted Stock Units. Until and unless the Director receives Stock as payment of the Award, the Director shall have no rights of a stockholder, including, but not limited to, the right to vote and to receive dividends.

 

(b)        No Right to Continued Employment . This Award shall not confer upon the Director any right with respect to continuance of employment by the Company nor shall this Award interfere with the right of the Company to terminate the Director’s employment at any time.

 

4.          Payment of Awards . (a) Awards shall be paid at the time they become vested. The Company shall have the sole unfettered discretion to determine whether to pay such Awards in Stock, cash or a combination of Stock and cash. Any Stock delivered hereunder, or any interest therein, may he sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed of in any other manner, in whole or in part, only in compliance with the terms, conditions and restrictions as set forth in the governing instruments of the Company, applicable federal and state securities laws or any other applicable laws or regulations and the terms and conditions hereof.

 

(b)       In the event that an Award is paid in Stock, such shares of Stock shall not be transferable until such time as the Director has ceased to serve as a member of the Corporation’s Board of Directors. Between the issuance of such shares of Stock and the end of the restriction on transfer, such Shares shall bear a restrictive legend as follows:

 

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED FROM TRANSFER PURSUANT TO A RESTRICTED STOCK UNIT AGREEMENT BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY.

 

; provided, however, that the Director may, immediately upon vesting and without being subject to the restriction in this paragraph (b) but subject to inside information and standard Company blackout limitations, sell such number of shares of Stock (but no more) as would be equal in value to the amount of tax withholding obligations required to be paid to the Company under Section 5 below.

 

5.          Tax Withholding . No later than the date of vesting of the Award or any portion thereof, the Director shall pay to the Company an amount sufficient to allow the Company to satisfy its tax withholding obligations. To this end, the Director shall either:

 

(a)       pay the Company the amount of tax to be withheld in cash (including through payroll withholding or withholding of cash from the Award),

 

2

 


 

(b)       deliver to the Company other shares of Stock owned by the Director prior to such date having a fair market value, as determined by the Committee, not less than the amount of the withholding tax due, or

 

(c)       make a payment to the Company consisting of a combination of cash and such shares of Stock.

 

6.          References . References herein to rights and obligations of the Director shall apply, where appropriate, to the Director’s legal representative or estate without regard to whether specific reference to such legal representative or estate is contained in a particular provision of this Agreement.

 

7.          Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without giving effect to principles of conflict of laws.

 

8.          Director Bound by Plan . The Director hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and conditions thereof.

 

9.          Counterparts . This Agreement may be executed in two counterparts, each of which shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

 

 

ACCESS INTEGRATED TECHNOLOGIES, INC.

By: 

 

 

 

 

 

 

 

 

 

Director

 

 

3