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): September 8, 2005
UNOVA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-13279 95-4647021
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification Number)
6001 36th Avenue West 98203-1264
Everett, Washington (Zip Code)
www.unova.com
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(Address of principal executive offices and Internet site)
Registrant's telephone number, including area code: (425) 265-2400
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
(c) Appointment of Principal Officers.
On September 8, 2005, the Board of Directors of UNOVA, Inc. (the "Company")
elected Fredric B. Anderson Vice President and Controller and named him Acting
Chief Financial Officer.
Mr. Anderson, age 38, has served as Director of Accounting and Financial
Reporting, and in the capacity of Chief Accounting Officer, since he joined the
Company in July 2002. He came to the Company after nearly 12 years with Ernst &
Young LLP, where he spent nine years in the audit department, including six
years in San Diego and three years on an international expatriate assignment in
Buenos Aires, Argentina. In 1999, he joined the transaction services group in
Ernst & Young's Los Angeles office, where he provided consulting and due
diligence services related to client acquisitions and divestitures.
Mr. Anderson holds a B.B.A. in Accounting and a Masters in International
Business from the University of San Diego.
In connection with his promotion to Vice President and Controller, Mr. Anderson
was granted a new compensation package effective September 1, 2005, including an
annual base salary of $181,165, a target bonus of 50 percent of base salary, and
a Change of Control Employment Agreement in the form entered into between the
Company and other officers at the level of Vice President. That form of
agreement was filed as Exhibit 10.7 to the Company's 1999 Annual Report on Form
10-K.
(d) Election of Directors.
Oren G. Shaffer was elected a director of the Company on September 8, 2005, when
the Board of Directors expanded its membership from nine to ten. Mr. Shaffer is
Vice Chairman and Chief Financial Officer of Qwest Communications International
Inc. ("Qwest"). He has been appointed a member of the Audit and Compliance
Committee and of the Compensation Committee of the Company's Board.
The Company purchases telecommunications services from Qwest and its
subsidiaries, most of which are public utility regulated services. The Company
has also provided services to Qwest in the ordinary course of its business.
There have been no transactions between the companies in the past three years
that are required to be reported here under Item 404(a) of Regulation S-K.
A copy of the Company's press release of September 8, 2005, announcing Mr.
Shaffer's election, is furnished as Exhibit 99.1 to this report and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
The following exhibit is attached as part of this report:
Exhibit
Number Description
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99.1 Press Release issued by the Company dated September 8, 2005.
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.
UNOVA, INC.
By: /s/ Janis L. Harwell
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Janis L. Harwell
Senior Vice President and General Counsel
September 13, 2005
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