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 19, 2009
SAVVIS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-29375 | 43-1809960 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1 SAVVIS Parkway, Town & Country, Missouri | 63017 | |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant’s telephone number, including area code: (314) 628-7000
(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 obligations 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 5.02. | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. |
(e) At the 2009 Annual Meeting of Stockholders held on May 19, 2009 (the “Annual Meeting”), the stockholders of SAVVIS, Inc. (the “Company”) approved certain amendments to the Company’s Amended and Restated 2003 Incentive Compensation Plan (the “Plan”), which amendments provide for (i) an increase in the number of shares of common stock available for grant under the Plan by 2,200,000 and (ii) a one-time stock option exchange program that may be implemented at any time prior to December 31, 2009. The amendments are included as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits.
|
Exhibit No. |
Description |
|
|
10.1 |
Amendment No. 4 to the Company’s Amended and Restated 2003 Incentive Compensation Plan. | |
|
10.2 |
Amendment No. 5 to the Company’s Amended and Restated 2003 Incentive Compensation Plan. | |
SIGNATURES
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.
| SAVVIS, INC. | ||||
| Date: May 22, 2009 | By: |
/s/ Eugene V. DeFelice |
||
| Name: | Eugene V. DeFelice | |||
| Title: | Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
|
10.1 |
Amendment No. 4 to the Company’s Amended and Restated 2003 Incentive Compensation Plan. | |
|
10.2 |
Amendment No. 5 to the Company’s Amended and Restated 2003 Incentive Compensation Plan. | |
Exhibit 10.1
AMENDMENT No. 4
To
AMENDED AND RESTATED
SAVVIS, INC.
2003 INCENTIVE COMPENSATION PLAN
The Amended and Restated SAVVIS, Inc. 2003 Incentive Compensation Plan (the “Plan”) is hereby amended as set forth below, effective as of the date of adoption (the “Adoption Date”) of this amendment (the “Amendment”) by the Board of Directors of SAVVIS, Inc. (the “Corporation”), subject to approval of this Amendment by the stockholders of the Corporation, as provided below:
1. The first sentence of Section 4 is hereby amended and restated in its entirety to read as follows:
“4. STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 18 hereof, the number of shares of Stock available for issuance under the Plan shall be the sum of (i) 12,800,000 and (ii) the number of shares remaining as of the date that this amended and restated Plan was approved by the Company’s stockholders, plus the number of shares that subsequently became or become available under the terms of the SAVVIS, Inc. 1999 Stock Option Plan (including in the event of the expiration, termination, or forfeiture of options granted under the plan), of the 3,066,666 shares previously authorized for issuance under the SAVVIS, Inc. 1999 Stock Option Plan, as amended, as described in Section 1 and the last paragraph of this Section 4.”
2. The Plan shall be unchanged in all other respects.
3. This Amendment is adopted subject to approval within one year of the Adoption Date by the stockholders of the Corporation. If the stockholders fail to approve this Amendment within one year of the Adoption Date, no awards may be granted under the Plan covering shares of stock in excess of the number permitted under the Plan as in effect before the Adoption Date.
* * *
The foregoing Amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation on February 10, 2009, subject to approval of the Amendment by stockholders of the Corporation.
Exhibit 10.2
AMENDMENT No. 5
To
AMENDED AND RESTATED
SAVVIS, INC.
2003 INCENTIVE COMPENSATION PLAN
The Amended and Restated SAVVIS, Inc. 2003 Incentive Compensation Plan (the “Plan”) is hereby amended as set forth below, effective as of the date of adoption (the “Adoption Date”) of this amendment (the “Amendment”) by the Board of Directors of SAVVIS, Inc. (the “Corporation”), subject to approval of this Amendment by the stockholders of the Corporation, as provided below:
1. A new Section is hereby added to the Plan to read as follows:
“Section 19.20. — Exchange Program
Notwithstanding any other provision of the Plan to the contrary, including but not limited to Section 3.3 hereof, the Company, by action of the Committee, may effect an Option exchange program on the terms set forth herein (the “ Exchange Program ”), to be commenced through an exchange offer prior to December 31, 2009, provided that in no event may more than one offer to exchange be made for any outstanding Option. Under any Exchange Program, Eligible Employees will be offered the opportunity to exchange Eligible Options (the “ Surrendered Awards ”) for new Options (the “ New Options ”), as follows: (1) the New Options shall have a value equal to the value of the Surrendered Awards (determined using a generally recognized valuation methodology) as of the date immediately prior to the commencement of any exchange offer for the Surrendered Awards; and (2) the New Options will vest as follows: (i) New Options issued in exchange for vested Surrendered Awards shall vest on a date that is six months from the conclusion of the exchange offer, and (ii) New Options issued in exchange for unvested Surrendered Awards shall vest over a three (3) year period with one-third ( 1 / 3 ) of the New Options vesting one year from the conclusion of any exchange offer and one-third ( 1 / 3 ) of such New Options vesting on each yearly anniversary thereof. Shares subject to Surrendered Awards will be available for granting of Awards under the Plan. “ Eligible Employees ” means employees of the Company or any Affiliate. “ Eligible Options ” means any Option that (i) has an exercise price in excess of the 52 week high closing price of the Stock on the commencement of the Exchange Program and (ii) was not granted within the 12 month period prior to the commencement of the Exchange Program. Subject to the foregoing, the Committee shall be permitted to determine additional terms, restrictions or requirements relating to the Exchange Program.”
2. The Plan shall be unchanged in all other respects.
3. This Amendment is adopted subject to stockholder approval.
* * *
The foregoing Amendment to the Plan was duly adopted and approved by the Board of Directors of the Corporation on February 10, 2009, subject to approval of the Amendment by stockholders of the Corporation.