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): February 4, 2005

 

 

FLIR SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

 

 

OREGON   0-21918   93-0708501

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

16505 SW 72nd Avenue

Portland, Oregon 97224

(503) 684-3731

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

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 (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-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))

 

Item 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

 

On February 4, 2005, the Compensation Committee of the Board of Directors of FLIR Systems, Inc. (the “Company”) approved the following actions with regard to the compensation of executive officers of the Company:

 

Annual Incentive Compensation . The Compensation Committee approved annual cash bonus awards earned during 2004 and paid in 2005 for the Company’s executive officers as follows:

 

Name

  

Title

   Cash Bonus

Earl R. Lewis

   Chairman of the Board of Directors, President and Chief Executive Officer    $ 915,000

Arne Almerfors

   Executive Vice President and President, Thermography Division    $ 200,000

Stephen M. Bailey

   Senior Vice President, Finance and Chief Financial Officer    $ 185,000

James A. Fitzhenry

   Senior Vice President, Corporate Operations and Law, Corporate Secretary    $ 120,000

Denis A. Helm

   Senior Vice President, Business Development    $ 80,000

Daniel L. Manitakos

   Senior Vice President and General Manager, Boston Operations    $ 140,000

Detlev H. Suderow

   Senior Vice President, Human Resources    $ 75,000

William A. Sundermeier

   Co-President, Imaging Division    $ 170,000

Andrew C. Teich

   Co-President, Imaging Division    $ 170,000

Anthony Trunzo

   Senior Vice President, Corporate Strategy & Development    $ 130,000

 

Stock Option Grants . The Compensation Committee granted the Company’s executive officers options to purchase the Company’s common stock as follows:

 

Name

  

Title

   Shares
Underlying
Stock Options

Earl R. Lewis

   Chairman of the Board of Directors, President and Chief Executive Officer    400,000

Arne Almerfors

   Executive Vice President and President, Thermography Division    80,000

Stephen M. Bailey

   Senior Vice President, Finance and Chief Financial Officer    75,000

James A. Fitzhenry

   Senior Vice President, Corporate Operations and Law, Corporate Secretary    40,000

Denis A. Helm

   Senior Vice President, Business Development    35,000

Daniel L. Manitakos

   Senior Vice President and General Manager, Boston Operations    40,000

Detlev H. Suderow

   Senior Vice President, Human Resources    25,000

William A. Sundermeier

   Co-President, Imaging Division    75,000

Andrew C. Teich

   Co-President, Imaging Division    75,000

Anthony Trunzo

   Senior Vice President, Corporate Strategy & Development    60,000

 

-2-

All of the option grants described above were made pursuant to the Company’s 2002 Stock Incentive Plan, which has been approved by the Company’s shareholders. All of the options were granted at an exercise price of $36.11, a 15 percent premium to the closing price of the common stock on the date of grant. All of the options have a term of ten years and were fully vested on the date of grant. The options were granted pursuant to the FLIR Systems, Inc. 2002 Stock Incentive Plan Stock Option Agreement, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

  (c) Exhibits.

 

  10.1 FLIR Systems, Inc. 2002 Stock Incentive Plan Stock Option Agreement.

 

-3-

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 thereunto duly authorized on February 10, 2005.

 

FLIR SYSTEMS, INC.

(Registrant)

By

 

/s/ Stephen M. Bailey

   

Stephen M. Bailey

   

Sr. Vice President, Finance and

   

Chief Financial Officer

 

-4-

Exhibit 10.1

 

LOGO

 

FLIR SYSTEMS, INC.

STOCK OPTION AGREEMENT

 

Granted to:

Grant Date:

Number of Shares:

Option Price per Share:

 

This Stock Option Agreement is made between FLIR Systems, Inc., an Oregon corporation (“FLIR Systems”) and you, an associate of FLIR Systems, Inc. or one of its Subsidiaries (“Employee”).

 

FLIR Systems sponsors the 2002 Incentive Stock Option Plan (the “Plan”). A copy of the Plan can be found on the FLIR intranet or may be obtained by contacting FLIR Systems Human Resources. The terms and provisions of the Plan are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to them in the Plan, as modified herein (if applicable).

 

The failure by the Employee to execute this Stock Option Agreement within 120 days of the Grant Date may result in the cancellation of this Grant.

 

In recognition of the value of your contribution to FLIR Systems, you and FLIR Systems mutually covenant and agree as follows:

 

1. Subject to the terms and conditions of the Plan and this Agreement, FLIR Systems grants to you the option to purchase from FLIR Systems the above-stated number of Shares of FLIR Systems Common Stock at the Option Price per share stated above. You acknowledge having read the Plan and agree to be bound by all of the terms and conditions of the Plan.

 

2. These Options vest and are exercisable by you as stated in the grant details that are provided in your on-line account with Fidelity Investments. The manner of exercising the Options and the method for paying the applicable Option Price shall be as set forth in the Plan. Any applicable withholding taxes must also be paid by you in accordance with the Plan. Shares issued upon exercise of the Options shall be issued solely in your name. The right to purchase Shares pursuant to the Option shall be cumulative so that when the right to purchase an additional installment of Shares has vested pursuant to the above-stated vesting schedule, such shares or any part thereof may be purchased thereafter until the expiration of the Option.

3. In the event of termination of your employment with FLIR Systems and its Subsidiaries and subject to the provisions of this paragraph 3, the vested portion of these Options shall expire on the earlier of the Expiration Date as stated in the grant details in your on-line account with Fidelity Investments or the following cancellation date depending on the reason for termination:

 

Reason for Termination

 

Cancellation Date

Death or Disability

 

12 months from termination date

All other terminations

 

90 days from termination

 

The unvested portion of these Options expire upon termination of your employment with FLIR Systems and its Subsidiaries.

 

4. The Employee shall have no rights as a shareholder with respect to any Option Shares covered by these Options hereby granted until the date of issuance of a stock certificate or the acquisition of such Option Shares. No adjustment shall be made for dividends or other rights for which the recorded date is prior to the date of issuance.

 

5. These Options shall not be assignable or transferable by the Employee except by will or by the laws of descent and distribution. During the Employee’s lifetime, these Options may be exercised only by the Employee or, in the event of incompetence, by the Employee’s legally appointed guardian.

 

6. The existence of these Options shall not affect in any way the right or power of FLIR Systems or its shareholders to authorize any adjustments, recapitalizations or other changes in FLIR Systems’ capital structure or its business, or any merger or consolidation of FLIR Systems, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of FLIR Systems, or any sale or transfer of all or any part of its assets or business, or any corporate act or proceeding, whether of similar nature or character.

 

7. In accordance with the terms of the Plan, the Company may limit or suspend the exercisability of the Options or the purchase or issuance of Option Shares thereunder under any circumstances. Any delay caused thereby shall in no way affect the termination of the Options.

 

8. The Board of Directors may at any time amend, suspend or terminate the Plan; provided, however, that no amendment, suspension or termination of the Plan or the Options shall adversely affect in any material way the Options without the written consent of the Employee.

9. Nothing contained in the Agreement shall be construed to limit or restrict the right of FLIR Systems or any subsidiary to terminate the Employee’s employment at any time, with or without cause, or to increase or decrease the Employee’s compensation from the rate of compensation in existence at the time this Agreement is executed.

 

10. Notices hereunder shall be in writing, and if to FLIR Systems, may be delivered personally to FLIR Systems Human Resources or such other party as designated by FLIR Systems or mailed to its headquarters office and if to the Employee, may be delivered personally or mailed to the Employee at his or her address on the records of FLIR Systems.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Grant Date stated above.

 

FLIR SYSTEMS, INC.   EMPLOYEE

By:

 

 

LOGO  

Name

 

 

   

Employee ID Number

Earl R. Lewis

   

FLIR Systems, Inc.

   
   

Signed Electronically

   

Signed Electronically