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
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| Date of report (Date of earliest event reported):
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September 6, 2005 |
Cerner Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-15386
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43-1196944 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 2800 Rockcreek Parkway, North Kansas City, Missouri
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64117 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(816) 221-1024
(Registrant’s Telephone Number, Including Area Code)
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))
TABLE OF CONTENTS
Item 1.01. Entry Into A Material Definitive Agreement.
On September 6, 2005, the Compensation Committee (the “Committee”) of the Board of Directors of
Cerner Corporation (the “Company”) approved the adoption of the 2005 Cerner Corporation Enhanced
Severance Pay Plan, as amended and restated (the “Plan”).
The Plan amends and restates the current discretionary Enhanced Severance Pay Plan (dated October
14, 2003, filed as Exhibit 10(a) to Company’s Annual Report on Form 10-K for the year ended January
3, 2004), and covers essentially all of the Company’s U.S. based (including its U.S. based
subsidiaries) permanent, full-time salaried employees (currently approximately 5,785 employees).
Under the Plan, eligible Company employees will receive cash payments upon: (i) certain termination
without cause events, which severance benefits will range from two (2) to fifty-two (52) weeks
(depending on the employee’s role and tenure with the Company) of such employee’s annual base
salary and contingent upon the employee satisfying certain conditions, including without limitation
the execution of a severance and release agreement with the Company providing for a complete
release of all present and future claims by the eligible employee; or (ii) qualifying terminations
or resignations for Good Reason following a Change in Control, which severance benefits will be
paid at 1.5 times the calculated weekly severance eligibility based on role and tenure and will
include both base salary and average cash bonus.
Subject to applicable laws, the Plan Administrator may amend or terminate the Plan at any time, but
no amendment or termination may affect the right to any unpaid benefit of any participant whose
termination date has occurred prior to amendment or termination of the Plan, and no amendment or
termination shall occur after the occurrence of a Change of Control.
Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
The foregoing description of the Plan does not purport to be a complete statement of the parties’
rights and obligations under the Plan and additional terms and conditions are set forth in the
Plan, a copy of which is filed with this report as Exhibit 10.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
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10.1 |
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Cerner Corporation 2005 Enhanced Severance Pay Plan, Amended and
Restated |
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.
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CERNER CORPORATION |
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Date: September 12, 2005
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By:
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/s/ Marc G. Naughton |
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Marc G. Naughton, Senior Vice President and Chief Financial Officer |