e8vk
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): March 13, 2006
West Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
(State or other jurisdiction
of incorporation)
|
|
000-21771
(Commission
File Number)
|
|
47-0777362
(IRS Employer
Identification No.) |
|
|
|
11808 Miracle Hills Drive, Omaha, Nebraska
(Address of principal executive offices)
|
|
68154
(Zip Code) |
Registrants telephone number, including area code: (402) 963-1200
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 (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))
Item 1.01 Entry into or amendment of Material Definitive Agreement
Compensation of Executive Officers
On March 13, 2006, West Corporation (the Company), or one of its affiliates as indicated
below, amended its employment contracts with its executive officers consistent with its practice of
annually amending such contracts. As part of the amended employment agreements, 2006 compensation
and bonus opportunities were established for the executive officers. For purposes of these bonus
opportunities, all net income objectives are based upon the operations of the Company or its
affiliates and will not include the impact of net income derived from mergers or acquisitions
unless specifically and individually approved by the Companys Compensation Committee. Furthermore,
calculations of net income will exclude the effects of any non-cash expenses resulting from
expensing stock options as a result of the Companys adoption FASB 123R.
Thomas B. Barker, Chief Executive Officer
Thomas B. Barker is Chief Executive Officer of the Company. Mr. Barkers 2006 base salary will
be $850,000. Mr. Barker will be eligible to receive a quarterly performance bonus based on
consolidated net income growth for the Company in 2006. Net income for each quarter will be
compared to the same quarter in the previous year. Each $1 million increase in net income above
2005 net income will result in a bonus of $71,000, or $88,750 for each $1 million increase in net
income above a targeted amount. 75% of the quarterly bonus earned will be paid within thirty (30)
days from the end of the quarter, and the remaining 25% will be paid following the end of the year.
Nancee R. Berger, President and Chief Operating Officer
Nancee R. Berger is President and Chief Operating Officer of the Company. Ms. Bergers 2006
base salary will be $550,000. Ms. Berger will be eligible to receive a quarterly performance bonus
based on consolidated net income growth for the Company in 2006. Net income for each quarter will
be compared to the same quarter in the previous year. Each $1 million increase in net income above
2005 net income will result in a bonus of $57,000, or $71,250 for each $1 million increase in net
income above a targeted amount. 75% of the quarterly bonus earned will be paid within thirty (30)
days from the end of the quarter, and the remaining 25% will be paid following the end of the year.
Joseph S. Etzler, President of Intercall, Inc.
Joseph S. Etzler is President of Intercall, Inc. Mr. Etzlers 2006 base salary will be
$425,000. Mr. Etzlers bonus opportunities include a bonus based on Intercalls profitability, with
a target bonus of $350,000 for the full year and a maximum profitability bonus of $550,000 for the
full year. This profitability bonus is calculated based on cumulative net operating income and
cumulative revenue for each quarter, compared to budgeted net operating income and revenue for the
same period. Mr. Etzler is also eligible to receive an additional bonus of up to $50,000 for
reducing Intercalls days sales outstanding below specified targets. Additionally, a one-time
bonus of $100,000 will be available if the Company achieves its publicly-stated 2006 net income
range announced in December 2005.
Jon R. Hanson, Executive Vice President and Chief Administrative Officer
Jon R. Hanson is Executive Vice President and Chief Administrative Officer for the Company.
Mr. Hansons 2006 base salary will be $225,000. Mr. Hanson will be eligible to receive a quarterly
performance bonus based on consolidated net income growth for the Company in 2006. Net income for
each quarter will be compared to the same quarter in the previous year. Each $1 million increase in
net income above 2005 net income will result in a $16,500 bonus. 75% of the quarterly bonus earned
will be paid within thirty (30) days from the end of the quarter, and the remaining 25% will be
paid following the end of the year.
Mark V. Lavin, President of West Telemarketing, LP
Mark V. Lavin is President of West Telemarketing, LP. Mr. Lavins 2006 base salary will be
$325,000. Mr. Lavin will be eligible to receive up to a $325,000 annual performance bonus for
meeting plan objectives relating to net operating income before corporate allocations. Each $1
million increase in net operating income above his plan objectives will result in a $20,000 bonus.
In addition, if the Company achieves its publicly stated 2006 net income range announced in
December 2005, Mr. Lavin will be eligible to receive an additional one-time bonus of $50,000.
Michael E. Mazour, President of West Business Services, LP
Michael E. Mazour is President of West Business Services, LP. Mr. Mazours 2006 base salary
will be $275,000. Mr. Mazour will be eligible to receive up to a $200,000 annual performance bonus
for meeting his plan objectives relating to net operating income, before corporate allocations.
Each $1 million increase in net operating income above his plan objectives will result in a $20,000
bonus. In addition, if the Company achieves its publicly stated 2006 net income range announced in
December 2005, Mr. Mazour will be eligible to receive an additional one-time bonus of $50,000.
Paul M. Mendlik, Chief Financial Officer
Paul M. Mendlik is Chief Financial Officer of the Company. Mr. Mendliks 2006 base salary will
be $385,000. Mr. Mendlik will be eligible to receive a quarterly performance bonus based on
consolidated net income growth for the Company in 2006. Net income for each quarter will be
compared to the same quarter in the previous year. Each $1 million increase in net income above
2005 net income will result in a bonus of $20,000, or $25,000 for each $1 million increase in net
income above a targeted amount. 75% of the quarterly bonus earned will be paid within thirty (30)
days from the end of the quarter, and the remaining 25% will be paid following the end of the year.
James F. Richards, President of West Asset Management, Inc.
James F. Richards is President of West Asset Management, Inc. Mr. Richards 2006 base salary
will be $350,000. Mr. Richards bonus opportunities include a bonus based on achieving plan
objectives relating to net operating income before corporate allocations, with a target bonus of
$300,000 for the full year and a maximum bonus of $400,000 for the full year. Mr. Richards will be
eligible for an additional one-time bonus of up to $150,000 for achieving a top 5 performance
rating by the client on a 2004 education contract. In addition, if the Company achieves its 2006
net income range announced in December 2005, Mr. Richards will be eligible to receive an additional
one-time bonus of $100,000.
Steven M. Stangl, President of West Communication Services
Steven M. Stangl is President of the Communication Services segment. Mr. Stangls 2006 base
salary will be $400,000. Mr. Stangl will also be eligible to earn up to $350,000 for achieving
pre-tax net income plan objectives for the Communication Services segment. Mr. Stangl is also
eligible to receive an additional bonus for net income in excess of the plan objectives.
In addition, if the Company achieves its 2006 net income range announced in December 2005, Mr.
Stangl will be eligible to receive an additional one-time bonus of $100,000.
Todd B. Strubbe, President of West Direct, Inc. and West Interactive Corporation
Todd B. Strubbe is President of West Direct, Inc. and West Interactive Corporation. Mr.
Strubbes 2006 base salary will be $275,000. Mr. Strubbe will be eligible to receive up to a
$100,000 annual performance bonus for meeting West Direct, Inc. and West Interactive Corporation
(i.e. $100,000 each) objectives in net operating income before corporate allocations. Each $1
million increase in net operating income above his combined plan objectives will result in a
$20,000 bonus. In addition, if the Company achieves its publicly stated 2006 net income range
announced in December 2005, Mr. Strubbe will be eligible to receive an additional one-time bonus of
$50,000.
Michael M. Sturgeon, Executive Vice President of Sales and Marketing
Michael M. Sturgeon is Executive Vice President of Sales and Marketing for the Company. Mr.
Sturgeons 2006 base salary will be $265,000. Mr. Sturgeon will be eligible to receive up to a
$250,000 annual performance bonus for meeting the revenue objectives for Communication Services and
West Asset Management, Inc., taking into account consumer, commercial and first party collections
only. Up to $46,875 of this bonus will be paid quarterly, with the remainder trued up annually. Mr.
Sturgeon is eligible for an additional bonus if such revenue exceeds certain target revenue. In
addition, if the Company achieves its 2006 net income range announced in December 2005, Mr.
Sturgeon will be eligible to receive an additional one-time bonus of $50,000.
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.
|
|
|
|
|
WEST CORPORATION
|
|
By: |
/s/ Paul M. Mendlik
|
|
|
Paul M. Mendlik |
|
|
Chief Financial Officer |
|
|
Date: March 14, 2006