form8-k.htm
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: February 18,
2009
(Date
of Earliest Event Reported)
________________
On
Assignment, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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000-20540
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95-4023433
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(State
or Other
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(Commission
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(I.R.S.
Employer
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Jurisdiction
of Incorporation)
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File
Number)
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Identification
No.)
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26651
West Agoura Road, Calabasas, California
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91302
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(818)
878-7900
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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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Item
5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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(e) Material Compensatory Plan,
Contract or Arrangement.
On
February 18, 2009, the Compensation Committee of the Board of Directors (the
“Board”) of On Assignment, Inc. (the “Company”) unanimously approved the
2009 Executive Incentive Compensation Plan (the “Plan”) for the following
participants: James L. Brill, the Company’s Senior Vice President and
Chief Financial Officer; Mark S. Brouse, President of VISTA Staffing
Services, Inc., a wholly-owned subsidiary of the Company (“VISTA”); Michael
McGowan, President of Oxford Global Resources, Inc., a wholly-owned subsidiary
of the Company (“Oxford”); and Emmett McGrath, President of the Life Sciences
and Allied Healthcare divisions of the Company. Amounts to be paid
pursuant to the Plan shall be paid to participants, in cash, on or prior to
March 15, 2010, contingent on the attainment of certain goals specified
in the Plan and the satisfaction of certain conditions in the Plan.
Under the
Plan, each participant has the following bonus opportunities: (1) an initial
bonus opportunity of up to fifty percent (50%) of the participant’s annual base
salary in effect at the time the bonus is paid, contingent on the Company
achieving an established Adjusted EBITDA target during 2009 and, in the case of
the divisional Presidents, additionally contingent on the division over which
the participant has oversight responsibility achieving a division-specific
Adjusted EBITDA target during 2009; and (2) a second bonus opportunity of up to
fifty percent (50%) of the participant’s annual base salary in effect at the
time the bonus is paid, contingent on the Company and, in the case of divisional
Presidents, additionally contingent on the division over which the participant
has oversight responsibility, achieving a set of established cash generation,
gross margin, branch contribution margin and Adjusted EBITDA margin targets
during 2009, as well as the Company successfully replacing or amending its
current credit facility. Attainment of the initial and second bonus
opportunities are assessed independently and participants can earn all or a
portion of one bonus opportunity even if the other bonus opportunity targets are
not attained. The bonus targets for each participant are described in
greater detail below.
For
purposes of the Plan, the following definitions shall apply:
“Adjusted
EBITDA” means earnings before interest, taxes, depreciation and amortization,
but excluding gains, losses or expenses associated with all Unusual Items
(defined below).
“Cash
generation” is measured as operating cash flow, less capital expenditures, but
excluding gains, losses or expenses associated with all Unusual
Items.
“Branch
contribution” is calculated, divisionally, by branch gross profit less branch
operating expense, but excluding gains, losses or expenses associated with all
Unusual Items.
“Unusual
Items” shall mean: (i) restructurings, discontinued operations, extraordinary
items or events, and other unusual or non-recurring charges as described in
Accounting Principles Board Opinion No. 30 and/or management’s discussion
and analysis of financial condition and results of operations appearing or
incorporated by reference in the Company’s Form 10-K for the applicable
year; (ii) a force majeure or other event either not directly related to the
operations of the Company or not within the reasonable control of the Company’s
management; (iii) litigation (including attorneys’ fees and other litigation
expenses), judgments, settlements; (iv) changes in tax laws or accounting
standards required by generally accepted accounting principles or changes in
other such laws or provisions affecting reported results; (v) expenses resulting
from severance arrangements with terminated employees; (vi) equity-based
compensation expenses; (vii) one-time gains or losses from the disposal or sale
of assets; and (viii) impairments of goodwill or other intangible
assets.
James
L. Brill:
Mr.
Brill’s initial bonus opportunity equals fifty percent (50%) of his annual base
salary and will be earned only if the Company attains an established
consolidated Adjusted EBITDA target. Mr. Brill’s second bonus
opportunity also equals fifty percent of his annual base
salary. Twenty percent (20%) of the second bonus opportunity will be
earned on a sliding scale, based on the Company generating cash levels within a
range constituting ninety percent (90%) to one hundred and ten percent (110%) of
an established cash generation target. An additional twenty percent
(20%) of Mr. Brill’s second bonus opportunity will be earned on a sliding scale,
based on the Company’s attainment of a consolidated gross margin within a range
constituting ninety percent (90%) to one hundred percent (100%) of an
established consolidated gross margin target. Forty percent
(40%) of Mr. Brill’s second bonus opportunity will be earned on a sliding scale,
based on the Company’s attainment of a consolidated Adjusted EBITDA margin
within a range constituting ninety percent (90%) to one hundred percent (100%)
of an established consolidated Adjusted EBITDA margin target. A final
twenty percent (20%) of Mr. Brill’s second bonus opportunity will be earned if
the Company successfully negotiates an amendment to its existing credit facility
or a complete replacement thereof.
Emmett
McGrath:
Mr.
McGrath’s initial bonus opportunity equals fifty percent (50%) of his annual
base salary. Forty percent (40%) of the initial bonus opportunity will be earned
if the Company attains an established consolidated Adjusted EBITDA target.
Forty-five percent (45%) of his initial bonus opportunity will be earned if the
Life Sciences division attains an established branch contribution
target. Fifteen percent (15%) of his initial bonus opportunity will
be earned if the Allied Healthcare division attains an established branch
contribution target. Mr. McGrath’s second bonus opportunity also
equals fifty percent of his annual base salary. Twenty percent (20%)
of the second bonus opportunity will be earned on a sliding scale, based on the
Company generating cash levels within a range constituting ninety percent (90%)
to one hundred and ten percent (110%) of an established cash generation
target. Fifteen percent (15%) of his second bonus opportunity will be
earned on a sliding scale, based on the Life Sciences division’s attainment of a
gross margin within a range constituting ninety percent (90%) to one hundred
percent (100%) of an established division-specific gross margin
target. Five percent (5%) of Mr. McGrath’s second bonus opportunity
will be earned on a sliding scale, based on the Allied Healthcare division’s
attainment of a gross margin within a range constituting ninety percent (90%) to
one hundred percent (100%) of an established division-specific gross margin
target. Twenty percent (20%) of Mr. McGrath’s second bonus
opportunity will be earned on a sliding scale, based on the Company’s attainment
of a consolidated gross margin within a range constituting ninety percent (90%)
to one hundred percent (100%) of an established consolidated gross margin
target. Eleven point twenty-five percent (11.25%) of Mr. McGrath’s
second bonus opportunity will be earned on a sliding scale, based on the Life
Sciences division’s attainment of a branch contribution margin within a range
constituting ninety percent (90%) to one hundred percent (100%) of an
established branch contribution margin target. Three point
seventy-five percent (3.75%) of Mr. McGrath’s second bonus opportunity will be
earned on a sliding scale, based on the Allied Healthcare division’s attainment
of a branch contribution margin within a range constituting ninety percent (90%)
to one hundred percent (100%) of an established branch contribution margin
target. Fifteen percent (15%) of Mr. McGrath’s second bonus
opportunity will be earned on a sliding scale, based on the Company’s attainment
of a consolidated Adjusted EBITDA margin within a range constituting ninety
percent (90%) to one hundred percent (100%) of an established consolidated
Adjusted EBITDA margin target. Ten percent (10%) of Mr. McGrath’s
second bonus opportunity will be earned if the Company successfully negotiates
an amendment to its existing credit facility or a complete replacement
thereof.
Michael
McGowan:
Mr.
McGowan’s initial bonus opportunity equals fifty percent (50%) of his annual
base salary. Forty percent (40%) of the initial bonus opportunity
will be earned if the Company attains an established consolidated Adjusted
EBITDA target. Sixty percent (60%) of Mr. McGowan’s initial bonus
opportunity will be earned if Oxford attains a division-specific Adjusted EBITDA
target. Mr. McGowan’s second bonus opportunity also equals fifty
percent (50%) of his annual base salary. Twenty percent (20%) of the
second bonus opportunity will be earned on a sliding scale, based on the Company
generating cash levels within a range constituting ninety percent (90%) to one
hundred and ten percent (110%) of an established cash generation target. An
additional twenty percent (20%) of Mr. McGowan’s second bonus opportunity will
be earned on a sliding scale, based on Oxford’s attainment of a gross margin
within a range constituting ninety percent (90%) to one hundred percent (100%)
of an established division-specific gross margin
target. Another twenty percent (20%) of Mr. McGowan’s second
bonus opportunity will be earned on a sliding scale, based on the Company’s
attainment of a consolidated gross margin within a range constituting ninety
percent (90%) to one hundred percent (100%) of an established consolidated gross
margin target. Fifteen percent (15%) of Mr. McGowan’s second bonus
opportunity will be earned on a sliding scale, based on Oxford’s attainment of
an Adjusted EBITDA margin within a range constituting ninety percent (90%) to
one hundred percent (100%) of an established division-specific Adjusted EBITDA
margin target. Another fifteen percent (15%) of Mr. McGowan’s second
bonus opportunity will be earned on a sliding scale, based on the Company’s
attainment of a consolidated Adjusted EBITDA margin within a range constituting
ninety percent (90%) to one hundred percent (100%) of an established
consolidated Adjusted EBITDA margin target. Ten percent (10%) of Mr.
McGowan’s second bonus opportunity will be earned if the Company successfully
negotiates an amendment to its existing credit facility or a complete
replacement thereof.
Mark
Brouse:
Mr.
Brouse’s initial bonus opportunity equals thirty-seven point five percent
(37.5%) of his annual base salary. Forty percent (40%) of the initial
bonus opportunity will be earned if the Company attains an established
consolidated Adjusted EBITDA target. Sixty percent (60%) of Mr.
Brouse’s initial bonus opportunity will be earned if VISTA attains a
division-specific Adjusted EBITDA target. Mr. Brouse’s second bonus
opportunity also equals thirty-seven point five percent (37.5%) of his annual
base salary. Twenty percent (20%) of the second bonus opportunity will be earned
on a sliding scale, based on the Company generating cash levels within a range
constituting ninety percent (90%) to one hundred and ten percent (110%) of an
established cash generation target. An additional twenty percent (20%) of Mr.
Brouse’s second bonus opportunity will be earned on a sliding scale, based on
VISTA’s attainment of a gross margin within a range constituting ninety percent
(90%) to one hundred percent (100%) of an established division-specific gross
margin target. Another twenty percent (20%) of Mr. Brouse’s
second bonus opportunity will be earned on a sliding scale, based on the
Company’s attainment of a consolidated gross margin within a range constituting
ninety percent (90%) to one hundred percent (100%) of an established
consolidated gross margin target. Fifteen percent (15%) of Mr.
Brouse’s second bonus opportunity will be earned on a sliding scale, based on
VISTA’s attainment of an Adjusted EBITDA margin within a range constituting
ninety percent (90%) to one hundred percent (100%) of an established
division-specific Adjusted EBITDA margin target. Another fifteen
percent (15%) of Mr. Brouse’s second bonus opportunity will be earned on a
sliding scale, based on the Company’s attainment of a consolidated Adjusted
EBITDA margin within a range constituting ninety percent (90%) to one hundred
percent (100%) of an established consolidated Adjusted EBITDA margin
target. Ten percent (10%) of Mr. Brouse’s second bonus opportunity
will be earned if the Company successfully negotiates an amendment to its
existing credit facility or a complete replacement thereof.
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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On
Assignment, Inc.
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Date:
February 24, 2009
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By:
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/s/ James
L. Brill |
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Name: |
James
L. Brill
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Title: |
Sr.
Vice President, Finance and
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Chief
Financial Officer
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