- Current report filing (8-K)
February 09 2009 - 5:05PM
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): February 4, 2009
XATA CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota
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0-27166
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41-1641815
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(State of other jurisdiction
of incorporation)
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(Commission File No.)
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(IRS Employer Identification
Number)
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965 Prairie Center Drive, Eden Prairie, Minnesota 55344
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(952) 707-5600
(Former name, former address and former fiscal year, if changed since last report):
N/A
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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- more -
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Amendment of 2007 Long-Term Incentive and Stock Option Plan.
On February 4, 2009, the
shareholders of XATA Corporation (Xata or the Company) approved certain amendments to the
Companys 2007 Long-Term Incentive and Stock Option Plan (the 2007 Plan) at the Companys Annual
Meeting of Shareholders. The principal changes to the existing 2007 Plan that were approved and
are reflected in the amendment and restatement are as follows:
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The aggregate number of shares that may be issued under the 2007 Plan was
increased by 1,000,000;
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Restricted stock unit awards have been added as an additional form of permitted
award;
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The exercise price of all stock options and stock appreciation rights must be
equal to or greater than the fair market value of a share of Xata common stock on
the date of grant; and
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The maximum number of shares with respect to which stock options and stock
appreciation rights may be granted to any individual during any fiscal year may not
exceed 300,000.
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Additional information regarding the amendments to the Plan is set forth in the Companys
Proxy Statement filed with the Securities and Exchange Commission on December 22, 2008, and the
Plan as amended is attached to that Proxy Statement as Appendix A.
Restricted Stock Unit Awards.
Also on February 4, 2009, the Compensation Committee (the
Committee) of the Board of Directors of the Company granted to certain executive officers of the
Company restricted stock unit (RSU) awards under the Plan. Included among these awards were the
following awards made to named executive officers of the Company:
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John J. Coughlan, Chairman and CEO: 36,000 RSUs
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Mark E. Ties, CFO: 20,000 RSUs
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David A. Gagne, EVP Field Operations: 19,600 RSUs.
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One-third of the RSUs will vest each year over a 3 year period. If the executive voluntary
resigns from full time employment with the Company or is terminated by the Company for cause, he
shall forfeit all right to all unvested RSUs. If the executives employment ends during any
vesting period due to death or disability, or is terminated by the Company without cause during any
vesting period, or if a change in control of the Company (as defined in the regulations under
Internal Revenue Code Section 409A) occurs during any vesting period, then the executive shall
become immediately vested in the next installment of RSUs scheduled to vest but shall forfeit all
right to all other unvested RSUs.
One share of the Companys common stock shall be issued in settlement of each vested RSU, and
such settlement shall occur on the earliest of the following events: (1) the second anniversary of
the total RSU award being fully vested, (2) the termination of the executives
employment subsequent to any or all of the RSU award being vested, or (3) a change in control of
the Company subsequent to the total or any portion of the RSU being vested.
SIGNATURE
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.
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Dated: February 9, 2009
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XATA CORPORATION
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By:
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/s/ Wesley Fredenburg
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Wesley Fredenburg General Counsel
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