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): November 3, 2006
Glenayre Technologies, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-15761 98-0085742
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification Number)
825 8th Avenue, 23rd Floor, New York, New York 10019
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 770-283-1000
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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 (17CFR
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 Principal Officers; Election of Directors;
Appointment of Principal Officers
(b) Departure of Principal Officer
In connection with Mr. Caparro's appointment described in Item 5.01(c)
below, on November 7, 2006, the Company announced that Clarke Bailey
has resigned as the Company's chief executive officer and will retain
the position of chairman of the Company's board of directors on a
non-executive basis, effective as of November 10, 2006.
The Company also announced that Debra Ziola, the Company's chief financial
officer, has expressed her desire to retire by the end of 2006. The Company has
engaged an executive search firm and is currently reviewing a number of
potential candidates for this position.
(c) Appointment of Principal Officer
On November 7, 2006, Glenayre Technologies, Inc. (the "Company") announced the
appointment of James Caparro, the current president and chief executive officer
of Entertainment Distribution Company, LLC ("EDC"), as president and chief
executive officer of the Company. Mr. Caparro will also continue to serve as
president and chief executive officer of EDC. Mr. Caparro's appointment is
effective November 10, 2006.
In connection with Mr. Caparro's appointment, the Company, GEI and Mr. Caparro
have entered into a letter agreement (the "Amendment") dated as of November 6,
2006, amending that certain letter agreement dated May 9, 2005 (the "Employment
Agreement"). The Amendment modifies the Employment Agreement to reflect Mr.
Caparro's appointment, but does not alter any other terms of the Employment
Agreement, including the compensation-related elements.
A copy of Mr. Caparro's Amendment to the Employment Agreement is filed with this
report as Exhibit 10.1 and is hereby incorporated by reference. The Company
included a copy of the Employment Agreement as an exhibit to a Current Report on
Form 8-K filed June 3, 2005. The foregoing description of the Amendment and the
Employment Agreement does not purpose to be complete and is qualified in its
entirety by reference to the full text of such agreements.
Mr. Caparro, age 54, has been president and chief executive officer of EDC since
May 2005. Before joining the Company, Mr. Caparro was the president and chief
executive officer of Atari, Inc. from December 2004 to June 2005, the chairman
and chief executive officer of Warner Elektra Atlantic from September 2002
through July 2003, the chairman and chief executive officer of Universal Music's
The Island Def Jam Music Group from 1998 through 2001, and the chief executive
officer of PolyGram divisions Group Distribution, PolyMedia, Video,
Merchandising, Diversified Entertainment, New Media and Business Development
from 1988 to 1998. There are no transactions in which Mr. Caparro has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
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(d) Election of Director
In addition to Mr. Caparro's appointment described in Item 5.01(c) above, on
November 3, 2006, the Company's board of directors approved an increase to the
size of its board of directors by one, to nine (9). Subsequently, to fill the
vacancy created by the increased number of authorized directors, the Company's
board of directors elected James Caparro as a Class III director to serve until
the 2008 annual meeting of stockholders and until any successor has been elected
and qualified. Initially, Mr. Caparro will not be a member of any committee of
the Company's board of directors. There is no arrangement or understanding
between Mr. Caparro and any other person pursuant to which Mr. Caparro was
elected as a director. There are no transactions in which Mr. Caparro has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
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A copy of the Company's press release, dated November 7, 2006, with respect to
the above matters is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
(d) Exhibits.
10.1 Amendment dated November 6, 2006 among James Caparro,
Glenayre Technologies, Inc. and Glenayre Electronics, Inc. to
that certain letter agreement dated May 9, 2005.
99.1 Company's News Release dated November 7, 2006.
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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.
Glenayre Technologies, Inc
Dated: November 7, 2006 By: /s/ Debra Ziola
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Name: Debra Ziola
Title: Executive Vice President
and Chief Financial Officer
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Glenayre Technologies, Inc.
EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.1 Amendment dated November 7, 2006 among James
Caparro, Glenayre Technologies, Inc. and
Glenayre Electronics, Inc. to that certain
letter agreement dated May 9, 2005.
99.1 Company's News Release dated November 7, 2006.