UNITED STATES
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): September 14, 2006
Intermec, Inc.
(Exact name of registrant as specified in its charter)
Delaware 001-13279 95-4647021
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
6001 36th Avenue West
Everett, Washington
www.intermec.com 98203-1264
(Address of principal executive offices and internet site) (Zip Code)
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 1.01 Entry into a Material Definitive Agreement.
Reference is made to Item 5.02 of this Current Report with respect to disclosure
concerning the appointment of Lanny H. Michael.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On September 14, 2006, Intermec, Inc. appointed Lanny H. Michael, 54, as Senior
Vice President and Chief Financial Officer. Mr. Michael's employment with us has
no specified term and is at will. Mr. Michael will receive a base salary of
$350,000 per annum and a targeted bonus of 70% of his base salary, pro rated for
calendar year 2006. In addition, Mr. Michael will be granted equity compensation
as follows:
o 36,000 stock options, with five-year vesting and a ten-year term;
o 12,000 "Performance Share Units" which entitle Mr. Michael to receive
shares of our common stock upon the achievement of certain financial
performance measurements over a three-year period; and
o 20,000 "Restricted Stock Units" which vest on the five-year anniversary of
the date of grant.
Since 2005, Mr. Michael was the President of Corporate Services and Chief
Financial Officer of APX Logistics, Inc., where he provided financial and
operational leadership in a business-to-consumer package consolidation partner
of the United States Postal Service. From 2004 to 2005, Mr. Michael was a
strategic advisor and consultant to Cerberus Capital Management, LP, a private
equity firm, where he provided, among other things, business and financial
consulting, portfolio due diligence and advice concerning acquisitions. From
1981 to 2004, Mr. Michael was employed by Airborne Express/DHL, where, from 2000
to 2004, he served as Executive Vice President and Chief Financial Officer. Mr.
Michael's responsibilities at DHL included executive responsibility for
advancing business and shareholder interests while managing growth from $280
million to $3.4 billion in annual revenues, overseeing 22,000 employees and an
operating fleet of 116 aircraft and over 15,000 vehicles, and serving
destinations throughout the United States and in more than 200 foreign
countries.
The press release announcing the appointment of Mr. Michael is annexed to this
Current Report and incorporated by reference herein.
Fredric B. Anderson will continue to serve as our Vice President and Controller.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
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99.1 Press release issued by Intermec, Inc. dated September 14, 2006.
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.
Intermec, Inc.
(Registrant)
Date: September 14, 2006 By: /s/ Janis L. Harwell
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Janis L. Harwell
Senior Vice President, General
Counsel and Corporate Secretary