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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 24, 1999
LCC INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21213 54-1807038
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
7925 JONES BRANCH DRIVE MCLEAN, VIRGINIA 22102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 873-2000
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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LCC INTERNATIONAL, INC.
ITEM 5 OTHER EVENTS
On May 25, 1999, LCC International, Inc. ("LCC") issued a press release
announcing the appointment, as of June 24, 1999, of C. Thomas Faulders, III
("Mr. Faulders") as its President and Chief Executive Officer. At its meeting
following the Company's Annual Meeting of Stockholders on May 25, 1999, the
Board of Directors of LCC approved the appointment of Mr. Faulders as a
director and as Chairman of the Board, effective upon the commencement of his
employment.
LCC also announced the resignation of Richard Hozik, Senior Vice
President, Treasurer and Chief Financial Officer of LCC and President of
Microcell Management, Inc., and of Stuart P. Lawson, Vice President, Controller
and Assistant Secretary of LCC.
Enclosed as Exhibit 99 and Exhibit 10 to this Current Report on Form
8-K and incorporated herein by reference are the text of the May 25, 1999 press
release and a copy of the Letter Agreement, dated May 24, 1999, entered into
between LCC and Mr. Faulders, respectively.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
10. Letter Agreement, dated as of May 24, 1999, by and between LCC
International, Inc. and C. Thomas Faulders III.
99. Press Release, dated May 25, 1999, regarding the appointment of Mr.
C. Thomas Faulders as President and Chief Executive Officer of LCC
and the resignations of Richard Hozik and Stuart P. Lawson.
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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.
LCC INTERNATIONAL, INC.
Date: May 26, 1999 By: /s/ Peter A. Deliso
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Peter A. Deliso
Vice President, Corporate Affairs,
General Counsel and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Page
- ------- ----------- ----
<S> <C> <C>
10. Employment Agreement dated as of May 24, 1999 by and
between LCC International, Inc. and C. Thomas Faulders, III.
99. Press Release, dated May 25, 1999, regarding the appointment
of C. Thomas Faulders as President and Chief Executive
Officer of LCC and the resignations of Richard Hozik and
Stuart P. Lawson.
</TABLE>
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EXHIBIT 10
May 24, 1999
C. Thomas Faulders, III
6721 Benjamin Street
McLean, Virginia 22101
Dear Tom:
I am pleased to offer you a position in our company, LCC International, Inc.
("LCC"), as Chief Executive Officer. I am also pleased to confirm my intention
to nominate you to serve as a member, and as Chairman, of LCC's Board of
Directors.
POSITION
In your new position, you shall have such authority and responsibility as is
customarily bestowed upon the Chairman and Chief Executive Officer of a public
company and you will be responsible for rendering such executive, policy and
other management services to LCC of the type customarily performed by persons
serving in a similar executive capacity. You will also be asked to perform such
other duties and have such other responsibilities consistent with your position
as the Board may from time to time reasonably direct, including serving as an
executive officer and in such other positions with any subsidiary or affiliate
of LCC. You will be based at LCC's headquarters, in McLean, Virginia. I intend
to nominate you to serve as a member, and as Chairman, of LCC's Board of
Directors at the Board's first meeting following LCC's 1999 Annual Shareholders'
Meeting scheduled for May 25, 1999.
BASE SALARY AND BONUS COMPENSATION
Your starting base annual salary will be $375,000, payable semi-monthly and
subject to regular deductions and withholdings as required by law. During the
term of your employment, you will be entitled to such salary increases and
bonuses as may be authorized, declared and paid by the Board. Prior to the
commencement of your employment, you and the Board will endeavor to agree upon
individual and objective company annual performance criteria, which if met will
entitle you to receive an annual bonus of up to 100% of your base salary. Any
such bonuses will be paid in cash when bonuses are normally paid by LCC to its
employees.
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STOCK OPTIONS
In addition, as a senior executive of the Company, you will be eligible to
participate in LCC's 1996 Employee Stock Option Plan (the "Plan"). Your initial
award will be options to purchase 150,000 shares of LCC's class "A" common stock
at a per share exercise price equal to the greater of: (a) US$5.00, or (b) the
fair market value of LCC's class "A" common stock on the date of grant (i.e.,
the date the option grant is approved by the Compensation and Stock Option
Committee of LCC's Board of Directors). Your options will vest in increments of
1/3 on each of the first, second and third anniversaries of the date of grant.
For so long as you are employed by LCC, and in connection with your annual
salary and performance review, you will be eligible to receive annual grants of
options to purchase 150,000 shares of LCC class "A" common stock at a per share
exercise price equal to (b) above, and also vesting in 1/3 increments on the
first, second and third anniversaries of the date of grant. Each of the
foregoing grants is subject to approval by the Compensation and Stock Option
Committee of the Board of Directors, and to the availability of a sufficient
number of shares reserved under the Plan. Your options shall be subject to the
terms and conditions of the Plan, and LCC's form of Non-Incentive Stock Option
Agreement, as adopted by the Board pursuant to the Plan.
Your options (to the extent granted by the Compensation and Stock Option
Committee but not vested) will be subject to acceleration upon: (i) the
dissolution or liquidation of LCC, (ii) the sale of all or substantially all of
the assets of LCC to another person or entity, (iii) a merger, consolidation or
reorganization of LCC with one or more other person or entity where LCC is not
the surviving entity, or (iv) a merger, acquisition or other transaction in
which LCC is the surviving corporation that results in any person or entity
(other than persons who are holders of 5% or more of the stock of LCC at the
time the transaction is approved by the shareholders and other than any
affiliate) acquiring beneficial ownership of 51% or more of the combined voting
power of all classes of stock of LCC, excluding any change in voting control
arising as a result of the conversion of Class "B" common stock of LCC to Class
"A" common stock of LCC or any distribution by RF Investors, L.L.C. to any of
its direct or indirect owners, investors or their respective affiliates.
PERFORMANCE REVIEW
Your performance and overall compensation package will be reviewed periodically.
Our current process involves a performance review at mid-year and at the end of
each year. You will be eligible for your first salary review during the 2000
mid-year review process. Your employment will also be subject to your execution
and delivery, prior to your start date, of the Company's standard form Employee
Agreement on Ideas, Inventions and Confidential Information, the provisions of
which will apply to your employment as if fully set forth herein except the
provisions regarding non-competition which are hereby replaced and superseded by
the non-competition provisions set forth herein.
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LOAN
Within thirty (30) days after the commencement of your employment with LCC (or
such earlier time as you and LCC may agree), LCC will provide you with an
unsecured, recourse loan in the principal amount of US$1,625,000 (the "Loan").
Interest on the Loan will be payable quarterly, on the first day of each
calendar quarter, at an annual rate equal to the applicable federal rate. LCC
will forgive your interest payment(s), provided that you are employed by LCC on
the date the interest payment being forgiven is due and payable, and will pay
you a quarterly bonus equal to the amount necessary to net you, after applicable
state and federal taxes, the amount of the interest payment due on such date.
The entire principal balance of the Loan, together with any interest accrued to
the date of payment, will be due and payable in full on the fifth anniversary of
the date of the Loan subject to standard acceleration provisions including,
without limitation, acceleration in the event your employment with LCC is
terminated for any reason, you default under any term or provision of this
agreement or the loan agreement, or you become bankrupt or insolvent. In the
event of a change in control, as defined in the clauses (ii) and (iv) of the
second paragraph of the section of this letter entitled "Stock Options" (and
also under clause (iii) of the same paragraph, but only if the transaction would
have qualified as a change in control under clause (iv) with LCC as the
surviving entity) the principal balance of the loan, together with accrued
interest thereon, will be forgiven but only to the extent that the forgiveness
of such debt does not (together with all other items of compensation considered
in the applicable tax calculation) result in an excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (i.e., a "golden
parachute" excise tax). The proceeds of the Loan may be used solely and
exclusively by you to purchase shares of LCC class "A" common stock over NASDQ,
provided, however, that you will structure your purchases to comply with the
conditions set forth in Rule 10(b)-18(b) under the Securities Exchange Act of
1934, as amended. The Loan will be subject to such other terms and conditions as
may be agreed upon by you and LCC, and set forth in (and LCC's obligation to
provide the loan shall be subject to your executing) a definitive loan
agreement, which will be executed prior to LCC's funding the Loan. Your purchase
of any shares of LCC's class "A" common stock will be subject to compliance with
all applicable laws, rules and regulations including, without limitation those
relating to insider trading and reporting requirements, and to all applicable
company policies relating to trading in LCC's securities.
SEVERANCE BENEFITS
If, for some reason, your employment with LCC is terminated by LCC during the
term of this agreement due your death or "disability" or for any reason other
than for "cause," then LCC will continue to make your regular salary payments,
and provide continued medical and health benefits, for a period of eighteen
months from
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your termination date. In the event your employment with LCC is terminated due
to your death or "disability," then the options granted to you as of the date of
your termination will immediately vest. Except as provided above, upon
termination of your employment for any reason, all benefits of employment, and
your participation in all other LCC employment benefit plans, will terminate in
accordance with the terms of the plan(s) and applicable law. For this purpose,
the term "cause" means: (i) any act of deceit, dishonesty, fraud or theft, (ii)
a material failure to perform your job responsibilities after having been
provided notice and a reasonable opportunity to cure the problem, (iv) any
material violation of company policy under circumstances where you knew or
should have known of the policy, (v) any material violation of your this
agreement or any other agreement you may have with LCC including, without
limitation, any violation of your obligations of confidentiality and
non-competition, or (vi) any immoral, unethical or illegal behavior including,
without limitation, and violation of your fiduciary obligations to LCC. For the
purposes hereof, the term "disability" shall mean any physical or mental
condition resulting from bodily injury or mental disease which renders you
incapable of continuing any gainful occupation and which condition constitutes
total disability under the federal Social Security Acts. If the termination of
your employment is for any reason other than "disability," then the effective
date of the termination of your employment will be the date of your or LCC's
written notice of termination. If the termination of your employment is for
"disability," then the effective date of the termination of your employment will
be the date you ceased performing services for LCC on account of the
"disability."
OTHER BENEFITS
You will also be eligible for the standard health, dental, vision care, short
and long-term disability, life insurance, and 401 (k) benefits generally
provided to senior executive management employees provided, however, that: (a)
you will have four weeks of paid vacation each year, (b) be eligible for life
insurance coverage equal to three times your base salary, and (c) medical
insurance coverage, with indemnity-type coverage, which allows full choice of
physicians and reimbursement of at least 75% of covered expenses. You will also
be entitled to receive: (i) up to US$10,000 per year as reimbursement for your
obtaining financial and tax planning assistance related to your compensation
arrangements with LCC, and (ii) reimbursement for your costs in obtaining an
annual physical examination. Your participation in each of the foregoing
programs will be contingent upon your satisfying the eligibility requirements
for each benefit including, without limitation, any physical or medical
eligibility requirements of LCC's life insurance carrier. LCC will also
reimburse you for all reasonable and necessary business expenses you incur in
the performance of your job responsibilities, subject to LCC's policies with
respect to the reimbursement of employee expenses.
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NON-COMPETE
During the term of your employment, and for a period of eighteen months
thereafter, you agree not to, directly or indirectly (whether as an officer,
director, employee, consultant, agent, advisor, stockholder, partner, joint
venturer, proprietor or otherwise): (a) engage or otherwise become interested in
any business or activity that directly or indirectly competes with any business
of LCC or any of its subsidiaries (or any of their successors) as conducted or
contemplated during your period of employment, or (b) solicit or hire or induce
the termination of employment of any employee or other personnel providing
services to LCC or any of its subsidiaries at the time or within six months of
such solicitation, hiring or inducement, or (c) take any action intended to
cause any vendor, customer or business associate of LCC to terminate, sever,
reduce or otherwise adversely alter its relationship with LCC. You acknowledge
and warrant that you will be fully able to earn a livelihood for you and your
dependents if these covenants are specifically enforced against you. You also
acknowledge that the restrictions contained in this letter are reasonable and
necessary to protect the business and interests of LCC, that LCC is relying on
the enforceability of these restrictions in entering into this agreement, and
that any violation of these restrictions will cause substantial and material
harm to LCC.
TIME SCHEDULE; TERM
Your employment with LCC will commence effective June 24, 1999 (the "Start
Date"). The term of this agreement will be for a period of three years
commencing on the Start Date, provided, however, that your employment may be
terminated with or without "cause" by LCC or yourself at anytime during the term
hereof subject only to the terms set forth above with respect to severance,
benefits and your continuing obligations to LCC.
MISCELLANEOUS
All payments to be made hereunder shall be subject to such withholdings and
taxes as may be imposed by under applicable law, rule or regulation. This
agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Virginia. No amendment, modification or waiver of the terms of
this agreement shall be valid unless made in writing and duly executed by you
and the company.
Your employment as Chief Executive Officer, your appointment as a member and
Chairman of LCC's Board of Directors, and the terms of your engagement as
outlined above, are subject to the approval of LCC's Board of Directors at its
first meeting following LCC's 1999 Annual Shareholders' Meeting, which is
scheduled for May 25, 1999.
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If the foregoing accurately sets forth our agreement with respect to your
employment with LCC, please confirm by countersigning one of the two copies
enclosed and return this to me. If you need any further explanation or more
detailed information, please contact me.
With kindest regards,
/s/ Dr. Rajendra Singh
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Dr. Rajendra Singh
Chairman and Interim Chief Executive Officer
AGREED AND ACCEPTED
As of the 24th day of May, 1999.
/s/ C. Thomas Faulders, III
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C. Thomas Faulders, III
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Exhibit 99
FOR IMMEDIATE RELEASE Contact: Tricia Drennan
Director of Corporate Communications
& Investor Relations
(703) 873-2390 (phone)
(703) 873-2300 (fax)
[email protected]
LCC INTERNATIONAL, INC. NAMES C. THOMAS FAULDERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER AND CONTROLLER DEPART
MCLEAN, VA, May 25, 1999 -- LCC International, Inc. (NASDAQ: LCCI), one of the
world's largest RF engineering and wireless telecommunications consulting firms,
today announced that C. Thomas Faulders, III will join the Company as President
and Chief Executive Officer effective June 24, 1999. Mr. Faulders succeeds Dr.
Rajendra Singh, who has served as interim President and CEO since October of
1998.
Dr. Rajendra Singh, Co-Founder and Chairman of the Board, said, "For some time
now we have been looking for a seasoned professional to assume the leading role
in our Company. Tom has the unique ability to simultaneously be a visionary as
well as provide strong operational leadership. In addition to his many years in
telecom, Tom brings recent professional services experience. This combination
makes him the ideal person to ensure that our streamlined strategy is translated
into a successful turn-around. He will make an excellent addition as the head of
our executive management team."
Separately, Richard Hozik, Senior Vice President, Treasurer & Chief Financial
Officer of LCC, and President of Microcell Management, the Company's tower
ownership subsidiary; and Stuart Lawson, Vice President of Finance and
Controller, are leaving the Company to assume leading financial roles at
VarsityBooks.com, a leading on-line supplier of college textbooks.
(MORE)
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LCC NAMES C. THOMAS FAULDERS AS PRESIDENT AND CEO -- 2/2/2
Mr. Faulders commented, "We are of course unhappy to be losing Rich and Stuart,
but given the growth in the e-commerce sector, we understand their desire to
take advantage of this opportunity."
Mr. Faulders continued, "I anticipate announcing Rich and Stuart's replacements
within the next several weeks but until that time I have appointed Judy
Huntzinger, formerly the Corporate Controller of BDM International, as interim
CFO of LCC and Chris Davis, currently with Microcell, as interim President of
Microcell Management. While losing these two important members of our team
clearly presents a challenge, I am pleased to be able to retain someone of
Judy's caliber to assist us in financial management and I have been particularly
impressed with Chris Davis' ability during the short time I have worked with
him."
Along with the positions of President and Chief Executive Officer, Mr. Faulders,
upon Board approval and commencement of employment, will assume the role of
Chairman of the Company's Board of Directors. The position has been held by Dr.
Singh since the Board's formation in 1996. Dr. Singh, LCC's co-founder and
majority shareholder is expected to serve as Chairman of an Executive Committee
of the Board anticipated to be established following the Company's Annual
Meeting on May 25. In his new role, Dr. Singh will continue to actively
participate in setting the Company's strategic direction.
Dr. Singh said, "Tom has a proven track record of leveraging a company's core
competencies into new market opportunities. In his role of Chairman, he will be
able to help LCC realize its full potential as a provider of end-to-end
infrastructure capabilities to the wireless telecommunications industry."
Dr. Singh continued, "As Chairman of the Executive Committee, I will continue to
take an active role in the management of the Company as well as work closely
with Tom and the other members of the executive team to formulate the future
strategic direction of LCC."
(MORE)
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LCC NAMES C. THOMAS FAULDERS AS PRESIDENT AND CEO -- 3/3/3
C. Thomas Faulders, III, 49, served as Executive Vice President, Treasurer and
Chief Financial Officer of BDM International, Inc. from 1995 until the company
was sold to TRW in 1998. During his tenure with BDM, Mr. Faulders also developed
BDM's rapidly growing commercial business and served as President of the
Company's Integrated Supply Chain Solutions unit. Prior to BDM, Mr. Faulders was
with Comsat Corporation, a provider of international communications and
entertainment, as Vice President and Chief Financial Officer from 1992 to 1995.
From 1985 to 1992, he served in several senior sales, marketing and finance
positions with MCI Communications Corporation, a long distance service provider.
Statements included in this news release which are not historical in nature are
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 including, without limitation,
statements regarding financing plans, the divestiture of the Company's product
businesses, the hiring of new personnel, the Company's financial performance for
current and prior years, the Company's ability to pursue new business
opportunities, and those factors highlighted in LCC International, Inc.'s Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, which could cause the
Company's actual results to materially differ from forward-looking statements
made by the Company.
LCC International, Inc., (http://www.lcc.com) one of the world's largest
wireless consulting firms, has been serving the telecommunications industry
since 1983. The Company is engaged in three primary areas of business: RF
Engineering & Network Deployment services, Tower Ownership & Management, and
Planning & Optimization Software and Field Measurement products.
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