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) December 13, 2006
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AVOCENT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 430-4000
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n/a
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(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:
[_] 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 Arrangement of Certain Officers.
On December 13, 2006, following approval by Avocent Corporation's
Compensation Committee (which is comprised of three independent non-employee
directors), Avocent entered into amended and restated employment and
noncompetition agreements with its principal executive officer, its principal
financial officer, its named executive officers, and certain other senior
executive officers. The amended and restated agreements are substantially
similar to the former employment and noncompetition agreements, and the material
modifications to the former employment and noncompetition agreements are as
follows:
o Rather than expiring on December 31, 2007, the amended and restated
agreements now terminate on one of the six specified termination
events: voluntary termination (resignation), termination for cause,
termination other than for cause, termination upon change of control,
termination on death, and termination on disability.
o The former employment and noncompetition agreements provided for
acceleration of vesting of stock options upon termination other than
for cause, termination upon change of control, and termination on
death or disability, and the amended and restated agreements now
provide that restricted stock, performance share, and other equity
awards are also deemed and treated as fully earned and accelerated on
termination other than for cause, termination upon change of control,
and termination on death or disability.
o The covenant not to compete clause in the former employment and
noncompetition agreements did not include specific prohibitions
against solicitation of employees and customers, and the amended and
restated employment and noncompetition agreements now cover these
events.
o The amended and restated employment and noncompetition agreements now
include language to ensure compliance with Section 409A of the
Internal Revenue Code (dealing with nonqualified deferred compensation
plans and payments).
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SIGNATURES
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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.
AVOCENT CORPORATION
Date: December 19, 2006
By: /s/ Samuel F. Saracino
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Samuel F. Saracino
Executive Vice President of Legal and
Corporate Affairs, General Counsel, and
Secretary
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