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): May 30, 2019
MACOM Technology Solutions Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-35451 | 27-0306875 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
100 Chelmsford Street Lowell, Massachusetts 01851 |
(Address of principal executive offices and zip code) |
Registrant’s telephone number, including area code: (978) 656-2500
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:
¨ | 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)) |
Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
Common Stock, par value $0.001 per share | MTSI | Nasdaq Global Select Market |
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Financial Officer Appointment
Effective May 30, 2019, MACOM Technology Solutions Holdings, Inc. (the “Company”) appointed John F. Kober, age 49, as its Senior Vice President and Chief Financial Officer. Mr. Kober has served as Vice President, Finance, Corporate Controller of the Company since August 2015 and, prior to that, as Vice President, Corporate Controller and Treasurer at CIRCOR International Inc., a manufacturer of highly engineered products and sub-systems for applications in energy, industrial, aerospace, defense and other global markets. Mr. Kober earned his B.S.B.A. in Accounting at the University of Rhode Island and his MBA in Finance from Seton Hall University. With Mr. Kober’s appointment, he will replace Conor N. Hegarty as the Company’s principal financial officer and principal accounting officer.
Officer Compensation
Mr. Kober’s employment as Senior Vice President and Chief Financial Officer of the Company will be on an at-will basis pursuant to an employment agreement approved by the Company’s Board of Directors, pursuant to which Mr. Kober will receive an annual base salary of $360,000 and will also be eligible for an annual bonus with a target amount of 75% of his base salary and a maximum bonus potential of up to 150% of his base salary. In connection with his appointment, Mr. Kober will receive a one-time grant of restricted stock units valued at approximately $914,800 that will vest over a four-year period.
This summary of Mr. Kober’s employment agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which the Company intends to file with its Quarterly Report on Form 10-Q for the quarter ended June 28, 2019.
Furthermore, Mr. Kober will enter into the Company’s standard form of indemnification agreement with the Company and will participate in the Company’s Change in Control Plan (as amended, the “CIC Plan”) with a protection period ending on the second anniversary of a “change in control” and a multiple of one and one half for the cash severance payable under the CIC Plan.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number | Description | |
99.1 | ||
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.
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC. | ||||||
Dated: May 30, 2019 | By: | /s/ Ambra R. Roth | ||||
Ambra R. Roth | ||||||
Vice President, General Counsel and Secretary | ||||||
MACOM 100 Chelmsford Street Lowell, MA 01851 +1 978.656.2500 | ||
www.macom.com |  | |
MACOM Announces John F. Kober as Senior Vice President and Chief Financial Officer
Lowell, Mass., May 30, 2019 - MACOM Technology Solutions Holdings, Inc. (“MACOM”) (NASDAQ: MTSI), a leading supplier of semiconductor solutions, today announced the appointment of John F. Kober as Senior Vice President and Chief Financial Officer, effective immediately.
Mr. Kober has over 25 years of accounting and finance experience, and has served as MACOM’s Vice President and Corporate Controller since 2015. Prior to that, he served as Vice President, Corporate Controller and Treasurer at CIRCOR International Inc. (NYSE: CIR), a manufacturer of components and instruments. Mr. Kober is a certified public accountant, and holds a Bachelor of Science in Accounting and a Master of Business Administration in Finance.
“On behalf of our board of directors and employees, I congratulate Jack on his appointment,” said Stephen G. Daly, President and Chief Executive Officer. “Jack has exemplary financial acumen and we share the same ideology and vision on how to create shareholder value.”
ABOUT MACOM:
MACOM designs and manufactures semiconductor products for Datacenter, Telecommunication and Industrial and Defense applications. Headquartered in Lowell, Massachusetts, MACOM has design centers and sales offices throughout North America, Europe and Asia. MACOM is certified to the ISO9001 international quality standard and ISO14001 environmental management standard.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS:
This press release contains forward-looking statements based on MACOM's beliefs and assumptions and on information currently available to MACOM. These forward-looking statements include, among others, statements about MACOM’s strategic plans, including those regarding its operations. These forward-looking statements reflect MACOM's current views about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause those events or our actual activities or results to differ materially from those expressed in any forward-looking statement. Although MACOM believes that the expectations reflected in the forward-looking statements are reasonable, it cannot and does not guarantee future events, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in "Risk Factors" in MACOM's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. MACOM undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
IR Contact:
MACOM Technology Solutions Holdings, Inc.
Stephen Ferranti, Vice President of IR
P: 978-656-2977
E: stephen.ferranti@macom.com