SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: September 21, 2009
(Date of earliest event reported)
LOGITECH INTERNATIONAL S.A.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-29174
|Canton of Vaud, Switzerland||None|
(State or other jurisdiction of
incorporation or organization)
Logitech International S.A.
c/o Logitech Inc.
6505 Kaiser Drive
Fremont, California 94555
(Address of principal executive offices and zip code)
(Registrants telephone number, including area code)
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 Arrangements of Certain Officers|
Appointment of Executive Officer
On September 21, 2009, Logitech International S.A. issued a press release in which it announced that Erik K. Bardman will join Logitech as Senior Vice President, Finance and Chief Financial Officer on October 5, 2009.
Mr. Bardman, age 42, was with eBay from June 2003 to December 2008, serving from May 2005 as chief financial officer for eBay Marketplaces, the companys largest business segment with more than $5 billion in revenue and operations in more than 20 countries. He joined ZillionTV in March 2009, serving most recently as its acting Chief Financial Officer. Prior to eBay he spent 15 years with the General Electric Company from 1988 to 2003. During his tenure with GE, he held positions with several of the companys consumer financial businesses. In his last position with GE, Mr. Bardman was vice president of global pricing for a consumer finance business with $75 billion in assets, covering 11 major product groups operating in more than 36 countries. He holds a B.A. degree from Dickinson College in Pennsylvania and is a graduate of GEs Financial Management Training Program.
A copy of the press release is attached hereto as Exhibit 99.1.
A copy of Mr. Bardmans offer letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The following summary of the offer letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached offer letter.
The material terms of the offer letter are as follows:
Mr. Bardmans annual base salary will be $400,000, and his discretionary target bonus percentage will be 65% of his annual base salary.
Subject to approval by the Compensation Committee of Logitechs Board of Directors, Mr. Bardman will be granted a stock option to purchase 100,000 Logitech shares pursuant to Logitechs 2006 Stock Incentive Plan. The stock option will vest at a rate of 25% on each annual anniversary date of his employment start date, for a total vesting period of 4 years.
Subject to approval by the Compensation Committee of Logitechs Board of Directors, Logitech will enter into a Change of Control Severance Agreement with Mr. Bardman, in the form substantially as entered into with other Logitech non-CEO executive officers.
Mr. Bardman will also participate in the compensation and benefit programs generally available to Logitechs executive officers.
|Item 9.01.||Financial Statements and Exhibits|
|10.1||Offer letter between Logitech Inc. and Erik K. Bardman dated September 14, 2009.|
|99.1||Press Release issued by Logitech International S.A. dated September 21, 2009|
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned, thereunto duly authorized.
|Logitech International S.A.|
/s/ Catherine Valentine
|General Counsel, Vice President, Legal and Secretary|
September 22, 2009
September 14, 2009
Erik K. Bardman
Los Altos, CA
On behalf of Logitech Inc. (Logitech), and subject to the ratification of the Compensation Committee of the Board of Directors of Logitech International S.A. (Logitech International), we are pleased to offer you employment with Logitech as Senior Vice President and Chief Financial Officer, reporting to Jerry Quindlen, President and Chief Executive Officer. In such position, you will have the duties and authority at a level consistent with the duties and authority set forth on Exhibit A.
Your bi-weekly base salary will be $15,384.61, payable every two weeks (annualized this amount is $400,000). You will also be eligible to participate in Logitech Internationals Management Performance Bonus Plan, targeted at 65% of your base salary for a potential annual total compensation of $660,000.
We will recommend that the Compensation Committee of Logitech Internationals Board of Directors approve a grant to you of 100,000 stock options on Logitech International shares. These options will vest over a 4-year period, with 25% vesting on your start date anniversary each year. The receipt of any grant shall be conditioned upon the subsequent execution by you of a Logitech stock option grant agreement. Any future grant of employee equity incentives to you will be reviewed pursuant to the same general process employed for all executives of comparable status.
Logitech offers medical, dental and vision plans (effective on your date of hire), company-paid life insurance, voluntary life insurance, a Section 125 flexible spending plan, a 401(k) retirement savings plan, short term disability, long-term disability, share purchase plan, as well as 20 days per year of combined accrued vacation and sick leave and 11 paid holidays. For additional information on Logitechs comprehensive benefits programs, please log on to our benefits website using instructions that will be provided to you.
In addition, we will recommend that the Compensation Committee of Logitech Internationals Board of Directors approve the entry into with you of a Change of Control Severance Agreement, in the form substantially as entered into with other Logitech non-CEO executive officers.
September 14, 2009
For your information, Logitechs performance reviews are conducted at the same time each year for all employees. It is also important for you to know that all of our compensation plans and programs are reviewed each year and may be subject to change. Logitech reserves the right to cancel or change the benefit plans and programs it offers to its employees, including its executive officers, at any time. Any adjustment to your base salary or your target incentive bonus and other compensation shall be in the sole discretion of the Logitech International Board of Directors or the Compensation Committee of the Board.
While it is our sincere hope and belief that our working relationship will be mutually beneficial, we also want to advise you that Logitech is an at-will employer. Consequently, either Logitech or you can terminate the employment relationship at-will, at any time, with or without cause, and with or without advance notice.
Federal regulations require us to verify your legal eligibility to work in the United States. Enclosed is the employment eligibility verification form, which lists the acceptable types of identification. Please bring one type from List A, or one each from List B and List C with you on your first day.
Enclosed with this letter is Logitechs New Hire Orientation Packet. We request that you bring the completed paperwork to Orientation on your first day. Also, please be aware that your acceptance of employment with Logitech requires your signature on our Employee Agreement Regarding Proprietary Information and Inventions, a copy of which is enclosed.
This offer is valid through the end of the business day Friday, September 18, 2009 and conditional upon a start date of Monday, October 5, 2009.
Erik, we feel that the single most important factor of our success is our people and we look forward to having you on the Logitech team. If you have any questions, or need clarification on any information contained in this letter, please do not hesitate to contact us. Please sign and return both pages of the offer letter to John Zwieg.
/s/ Martha D. Tuma
|Martha D. Tuma|
|VP Worldwide Human Resources|
I accept the position of Senior Vice President and Chief Financial Officer, and will begin work Monday, October 5, 2009. I further acknowledge that the terms and conditions specified in this letter are the only commitments Logitech is making relative to my employment and that all other promises, either verbal or written, are null and void.
/s/ Erik K. Bardman
September 14, 2009
September 14, 2009
Duties and Authority
Senior Vice President and Chief Financial Officer of Logitech.
Senior Vice President and Chief Financial Officer of Logitech International, with primary responsibility for the supervision of the financial aspects of Logitech Internationals investment in its subsidiaries.
Such other duties and responsibilities as may be determined from time to time by the Board of Directors of Logitech International.
For Immediate Release
Joe Greenhalgh, Vice President, Investor Relations USA (510) 713-4430
Nancy Morrison, Vice President, Corporate Communications USA (510) 713-4948
Ben Starkie, Public Relations Manager Europe +41-(0) 21-863-5195
Erik K. Bardman to Join Logitech as CFO
FREMONT, Calif., Sept. 21, 2009 and ROMANEL-SUR-MORGES, Switzerland, Sept. 22, 2009 Logitech International (SIX: LOGN) (Nasdaq: LOGI) today announced that Erik K. Bardman, age 42, will join the company as the senior vice president of finance and chief financial officer, effective Oct. 5, 2009. Mr. Bardman brings to Logitech proven financial leadership spanning a career that includes six years with eBay and 15 years with General Electric Company.
Were delighted that Erik Bardman is joining Logitechs executive leadership team, said Gerald P. Quindlen, Logitech president and chief executive officer. Erik brings a strong track record of global financial management in highly competitive businesses and a proven ability to drive financial performance improvements in multiple business environments. He is an outstanding leader who brings the right balance of strategy, technology-industry entrepreneurship and financial best practices.
While with eBay, Mr. Bardman served as chief financial officer for eBay Marketplaces, the companys largest business with more than $5 billion in revenue and operations in more than 20 countries. During his tenure with GE, he held positions with several of the companys consumer financial businesses. In his last position with GE, Mr. Bardman was vice president of global pricing for a consumer finance business with $75 billion in assets, covering 11 major product groups operating in more than 36 countries. He holds a B.A. degree from Dickinson College in Pennsylvania and is a graduate of GEs Financial Management Training Program.
Mr. Bardman succeeds Mark J. Hawkins, who left the company in April.
Erik Bardman Joins Logitech as CFO Page 2
Logitech is a world leader in personal peripherals, driving innovation in PC navigation, Internet communications, digital music, home-entertainment control, gaming and wireless devices. Founded in 1981, Logitech International is a Swiss public company listed on the SIX Swiss Exchange (LOGN) and on the Nasdaq Global Select Market (LOGI).
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Logitech, the Logitech logo, and other Logitech marks are registered in Switzerland and other countries. All other trademarks are the property of their respective owners. For more information about Logitech and its products, visit the companys Web site at www.logitech.com.