Cardtronics Inc - Current report filing (8-K)
March 13 2008 - 3:24PM
Edgar (US Regulatory)
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) March 13, 2008 (March 7, 2008)
Cardtronics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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333-113470
(Commission File Number)
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76-0681190
(IRS Employer Identification
No.)
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3110 Hayes Road, Suite 300, Houston, Texas
(Address of principal executive offices)
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77082
(Zip Code)
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Registrants telephone number, including area code:
(281) 596-9988
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
In its registration statement on Form S-4 filed with the Securities and Exchange Commission on
February 14, 2008, Cardtronics, Inc. disclosed that the non-equity incentive plan bonuses for its
named executive officers for the year ended December 31, 2007 were not calculable as the Companys
audited financial statements for fiscal 2007 had not been completed. On March 7, 2008, the
Companys compensation committee approved the non-equity incentive plan bonuses for the year ended
December 31, 2007. Below is a revised Summary Compensation Table of the compensation provided to
each of the Companys named executive officers during 2007:
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Non-Equity
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Stock
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Option
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Incentive Plan
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All Other
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Name & Principal Position
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Salary
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Bonus
(1)
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Awards
(2)
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Awards
(3)(4)
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Compensation
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Compensation
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Total
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Jack Antonini
Chief Executive Officer and President
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$
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364,651
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30,000
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$
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11,025
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$
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$
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176,856
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$
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$
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582,532
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J. Chris Brewster
Chief Financial Officer
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$
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275,000
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$
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30,000
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$
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132,449
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$
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133,375
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$
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$
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570,824
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Michael H. Clinard
Chief Operating Officer
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$
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243,101
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$
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20,000
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$
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88,300
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$
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129,694
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$
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10,739
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(5)
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$
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491,834
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Thomas E. Upton
Chief Administrative Officer
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$
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231,525
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$
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88,300
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$
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101,060
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$
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$
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420,885
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Ronald Delnevo
(6)
Managing Director of Bank Machine
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$
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353,714
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$
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47,250
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$
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138,209
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$
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51,188
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(7)
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$
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590,361
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(1)
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Represents bonus amounts paid to Messrs. Antonini, Brewster, and Clinard for their contributions to the Companys initial public offering process.
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(2)
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Amount represents the compensation expense recognized by the Company for the year ended December 31, 2007 related to restricted stock granted to Mr. Antonini in 2003.
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(3)
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Amounts were calculated utilizing the provisions of SFAS No. 123R. For a description of the assumptions underlying the valuation of these option awards, see Note 3 in
the notes to the Companys consolidated financial statements included in the registration statement on Form S-4 filed with the SEC on February 14, 2008. For purposes of
this disclosure, estimates of forfeitures related to service-based vesting conditions have been omitted.
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(4)
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With the exception of the amount shown for Mr. Delnevo, amounts presented relate to options granted in 2006. During 2007, the compensation committee granted option
awards to Mr. Delnevo. For details on this grant, see Compensation Discussion and Analysis Compensation Components Long-term Incentive Program included in the
Companys registration statement on Form S-4 filed with the SEC on February 14, 2008.
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(5)
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Amount represents a car allowance provided to Mr. Clinard in accordance with the terms of his employment agreement and matching contributions under
the Companys 401(k) plan.
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(6)
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Amounts were converted from pounds sterling to U.S. dollars at $2.0074, which represent the exchange rate in effect as of December 31, 2007.
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(7)
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Amount presented represents a car allowance and monthly contributions made on behalf of Mr. Delnevo to a personal retirement account selected by Mr. Delnevo in
accordance with the terms of his employment agreement.
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In
addition to approving the 2007 non-equity incentive plan bonuses, the
Companys compensation committee also approved the 2008 base
salaries for the Companys named executive officers. The 2008
base salaries for Messrs. Antonini, Brewster, Clinard, Upton, and
Delnevo are $397,470; $302,500: $257,687; $240,786; and £186,323 (or
$374,018, based on the December 31, 2007 exchange rate);
respectively, and were effective as of January 1, 2008.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Cardtronics Inc.
(Registrant)
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March 13, 2008
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/s/ J. CHRIS BREWSTER
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(Date)
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J. Chris Brewster
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Chief Financial Officer
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