UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K |
Washington | 001-31321 | 94-3002667 | ||
(State or other jurisdiction of | (Commission | (I.R.S. Employer | ||
incorporation) | File Number) | Identification No.) | ||
16400 SE Nautilus Drive | ||||
Vancouver, Washington 98683 | ||||
(Address of principal executive offices and zip code) | ||||
(360) 859-2900 | ||||
(Registrants 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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
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))
NAUTILUS, INC.
FORM 8-K |
Item 1.01. Entry into a Material Definitive Agreement
On January 29, 2007, Nautilus, Inc. amended its $25 million revolving credit agreement with Bank of America dated October 30, 2006. The amended agreement extends the expiration date from January 31, 2007 to February 15, 2007.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
In a meeting held on January 28, 2007, the Compensation Committee of the Board of Directors of Nautilus, Inc. (the Company) adjusted the annual base salary of and approved equity compensation for the Companys named executive officers, as defined in Item 402 of Regulation S-K.
Stock | Performance | Bonus | ||||||||
Name | Title | Annual Salary | Options (1) | Units (2) | Percent (3) | |||||
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Greggory Hammann | Chairman, Chief Executive Officer and | |||||||||
President | 600,000 | 50,000 | 15,000 | 100% | ||||||
Timothy Hawkins | President, Fitness Equipment Business | 296,010 | 18,000 | 4,200 | 50% | |||||
William | Chief Financial Officer, Secretary and | |||||||||
Meadowcroft | Treasurer | 286,000 | 18,000 | 4,200 | 50% | |||||
Darryl Thomas | President, International Equipment Business | 235,870 | 12,000 | 3,000 | 40% | |||||
Stephen Eichen | Chief Information Officer | 229,194 | 12,000 | 1,800 | 40% |
(1) | The stock options were issued pursuant to the Companys 2005 Long Term Incentive Plan. The options vest in four equal annual installments beginning on January 28, 2008. The options expire on January 28, 2014. |
(2) | The performance unit awards were issued pursuant to the Companys 2005 Long Term Incentive Plan. The awards vest annually over three years, and entitle the executive to receive shares of the Companys common stock if the Company achieves certain targeted annual earnings per share. |
(3) | The Companys officers are eligible to receive incentive compensation based on achievement of the Companys earnings target and achievement of individual objectives. The Plan provides for a target bonus equal to a percentage of the officers annual base salary. This target bonus is dependent on achievement of the Companys earnings target and on achievement of the individual objectives. The percentage of annual base salary that is paid as incentive compensation increases or decreases in the event the Company and officer achieve greater than, or less than, 100% of the earnings target and individual goals. |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 29, 2007, the Board of Directors of Nautilus, Inc. (the "Company") adopted an amendment to the Company's Amended and Restated Bylaws to clarify that shares of the Company's capital stock may be issued in uncertificated form (i.e. to allow direct registration to record stock ownership without issuing paper stock certificates). The text of the amendment is attached hereto as Exhibit 3.1.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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Exhibit No.
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Description
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3.1 | Amendment to Amended and Restated Bylaws of the Company, dated January 29, 2007. |
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.
NAUTILUS, INC.
(Registrant) |
January 31, 2007 | By: | /s/ William D. Meadowcroft | ||
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(Date) | William D. Meadowcroft, | |||
Chief Financial Officer, Secretary and Treasurer | ||||
EXHIBIT INDEX |
Exhibit No. | Description | |
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3.1 | Amendment to Amended and Restated Bylaws of the Company, dated January 29, 2007. |
Exhibit 3.1
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Amendment to
Nautilus, Inc. Amended and Restated Bylaws |
1. | Section 5.2 of the Companys Amended and Restated Bylaws is hereby amended by adding the following sentence as the first sentence to said section: |
Shares of the corporation may be, but are not required to be, represented by certificates.