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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 1, 2000
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INPUT SOFTWARE, INC.
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(EXACT NAME OF REGISTRATION AS SPECIFIED IN CHARTER)
DELAWARE 000-22292 77-0104275
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(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION) FILE NUMBER)
1299 PARKMOOR AVENUE, SAN JOSE, CALIFORNIA 95126
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 325-3800
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On October 8, 1999, the Registrant's Board of Directors (the "Board") adopted a
Special Incentive Bonus Plan (the "Incentive Plan"). The Incentive Plan was
adjusted on December 29, 1999. The Incentive Plan was adopted to both retain and
motivate management of the Registrant to improve stockholder value.
On February 1, 2000 the Board amended the Incentive Plan to provide that no more
than 25,000 total shares of the Registrant's Common Stock would be issued
pursuant to the Incentive Plan.
The full description, terms and conditions of the payments are set forth in the
Incentive Plan attached as Exhibit 99.1 hereto.
ITEM 7. EXHIBITS
(c) EXHIBITS:
<TABLE>
<CAPTION>
Exhibit
Number
-------
<S> <C>
99.1 Text of Incentive Plan dated December 29, 1999, as amended
February 1, 2000.
</TABLE>
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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.
Input Software, Inc.
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(Registrant)
Date: February 16, 2000 By: /s/ John Finegan
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John Finegan
Vice President of Finance and Chief
Financial Officer
INPUT SOFTWARE, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number
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<S> <C>
99.1 Text of Incentive Plan dated December 29, 1999, as amended February 1,
2000.
</TABLE>
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Exhibit 99.1
INPUT SOFTWARE, INC.
SPECIAL INCENTIVE BONUS PLAN
HISTORY AND PURPOSE OF THE PLAN.
This Plan was adopted by the Board of Directors of Input Software, Inc. (the
"Company") on October 8, 1999. This Plan was amended and restated by the
Company's Board of Directors on December 29, 1999 and again on February 1, 2000.
The purpose of this Plan is to create an additional incentive for the Company's
management team to increase stockholder value. To achieve this objective, this
Plan provides for the payment of cash and stock bonuses in the event that the
value of the Company's Common Stock attains certain levels over an extended
period of time.
ADMINISTRATION.
This Plan will be administered by the Compensation Committee of the Company's
Board of Directors. The Compensation Committee has the discretion to interpret
this Plan and to modify its provisions to the extent necessary to protect the
interests of the Company and its stockholders.
ELIGIBILITY.
Eligibility for participation in this Plan is limited to officers and
director-level employees of the Company. Participants will be identified by the
Company's Chief Executive Officer and notified individually of their
eligibility.
BONUS POOL AND INDIVIDUAL BONUSES.
The aggregate amount of the bonuses paid under this Plan will not exceed
$2,650,000. The amount of each participant's individual bonus will be determined
by the Company's Chief Executive Officer and will be subject to final approval
by the Compensation Committee of the Company's Board of Directors.
PERFORMANCE TARGET.
No bonuses will be paid under this Plan unless and until each of the following
requirements has been satisfied with respect to the same period (the
"Measurement Period"):
(a) The Measurement Period may start on any date that occurs (i) after
October 8, 1999, and (ii) on or after the first day following October
8, 1999, on which the closing price of the Company's Common Stock
equals or exceeds $12.50 per share.
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(b) The Measurement Period may be any period of 45 consecutive calendar
days during which the average closing price of the Company's Common
Stock equals or exceeds $12.50 per share.
(c) The closing price of the Company's Common Stock must equal or exceed
$11.00 per share on each of the last five trading days in the
Measurement Period.
(d) The Measurement Period must close on or before October 8, 2002.
Closing prices will be determined based on the amounts reported in the Western
Edition of THE WALL STREET JOURNAL.
FORM OF PAYMENT.
In the aggregate, 25,000 fully vested shares of the Company's Common Stock will
be distributed, with the remainder of the total amount paid in cash. Each
individual bonus will be paid in cash and shares on a pro rata basis. For this
purpose, the value of the Company's Common Stock will be deemed to be equal to
its closing price on the most recent trading day prior to the date when the
shares are issued to the participants.
TIME OF PAYMENT.
The bonuses under this Plan will be paid within three business days after the
close of the Measurement Period, except as provided in the next sentence. If,
when the bonuses otherwise would be paid, any member of the Company's management
team is precluded by Rule 10b-5 of the Securities and Exchange Commission or by
the Company's policies from selling shares of the Company's Common Stock in the
open market, then payment of all bonuses under this Plan will be deferred until
all members of the Company's management team are permitted to sell shares of the
Company's Common Stock in the open market.
CORPORATE TRANSACTIONS.
Bonuses under this Plan may also be paid in the event that (a) the Company is a
party to a Corporate Transaction (as defined in the Company's 1993 Stock
Option/Stock Issuance Plan) that closes on or before October 8, 2001, and (b) no
other bonuses have been paid under this Plan when the Corporate Transaction
closes. The amount of the bonuses payable under this Plan in the event of a
Corporate Transaction is a percentage of the bonuses described above, determined
as follows:
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<TABLE>
<CAPTION>
VALUE PER SHARE RECEIVED BY COMPANY'S
STOCKHOLDERS AS RESULT OF CORPORATE TRANSACTION PERCENTAGE OF BONUSES TO BE PAID
<S> <C>
Less than $6.00 0%
$6 25%
More than $6 but less than $10 25% plus 0.1875% for each $0.01 of value
per share received by the Company's
stockholders in excess of $6.00
$10 or more 100%
</TABLE>
All share values in the preceding table will be adjusted equitably to reflect
stock splits, stock dividends and similar changes in the Company's
capitalization.
Bonuses earned as a result of a Corporate Transaction will be paid at the time
of the closing of the Corporate Transaction. Payment will be made in cash, in
shares of the Company's Common Stock, in shares of the capital stock of the
surviving corporation or its parent, or in any combination of the foregoing, as
the Compensation Committee of the Company's Board of Directors may determine at
its sole discretion, except that the cash portion of the payments may not be
less than 40% of overall payments and must be 100% if the surviving
corporation's capital stock is not registered and publicly tradable on a
regulated stock exchange.
In no event will bonuses be paid as a result of a Corporate Transaction if
bonuses have already been paid at the close of a Measurement Period.
WITHHOLDING TAXES.
All payments and distributions under this Plan will be subject to reduction to
reflect applicable withholding taxes. In the case of distributions in the form
of shares of the Company's Common Stock, withholding taxes will be deducted to
the extent possible from the cash payments due under this Plan or from any other
compensation payable by the Company to the participant.
