UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 2, 2005
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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(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 (see General Instruction A.2. below):
[ ] 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.
On June 2, 2005, the Compensation and Human Resources Committee of Brightpoint,
Inc. an Indiana corporation ("Registrant"), approved the grant of 50,000
Restricted Stock Units ("RSUs") to R. Bruce Thomlinson, the President of
Brightpoint Australia as Other Stock Based Awards under the Registrant's 2004
Long-Term Incentive Plan (the "Plan"). The purpose of the grant is to recognize
Mr. Thomlinson's performance and to retain his employment. Each RSU represents a
contingent right to receive one share of the Registrant's common stock. 25,000
of the RSUs vest on the fourth anniversary of the date of grant and the
remaining 25,000 vest on the eighth anniversary of the date of grant, subject
to, and in accordance with, the terms of the Plan and the restricted stock unit
agreement between Mr. Thomlinson and the Registrant.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On June 3, 2004, the Registrant announced the resignation of Lisa M. Kelley, its
Senior Vice President, Corporate Controller and Chief Accounting Officer. As
previously announced on March 13, 2005, Ms. Kelley had also been appointed by
the Registrant's Board of Directors to serve as the acting Chief Financial
Officer and Principal Financial Officer during the period that Mr. Frank
Terence, the Registrant's Executive Vice President and Chief Financial Officer,
is incapacitated due to a stroke he experienced following a medical procedure.
The Registrant's Board of Directors has appointed Anthony W. Boor, Brightpoint
Americas' Senior Vice President and Chief Financial Officer, as the Registrant's
acting Chief Financial Officer and Principal Financial Officer during the period
that Mr. Terence remains incapacitated. A copy of Mr. Boor's biography follows:
Anthony Boor, age 42, joined Brightpoint North America in August 1998 as the
Director of Operations Finance, was promoted to Vice President and Controller of
Brightpoint North America in July 1999 and was further promoted to his current
position as the Senior Vice President and Chief Financial Officer for
Brightpoint Americas in July 2001. Prior to joining Brightpoint, Mr. Boor was
employed by Macmillan Publishing as Director of Business Management, and held
positions of progressive financial management responsibilities at Day Dream,
Inc., Ernst & Young, LLP, New Mexico State Fairgrounds, the Downs at Albuquerque
and KPMG, LLP. Mr. Boor earned his Bachelor of Accountancy Degree at New Mexico
State University with an emphasis in management and is a Certified Public
Accountant.
The Registrant's Board of Directors also appointed Gregory L. Wiles, Brightpoint
Americas' Vice President and Controller, as the acting Chief Accounting Officer
of the Company. A copy of Mr. Wiles' biography follows:
Gregory L. Wiles, age 41, joined the Registrant in January 1998 as its Manager
of External Reporting and Internal Control and was promoted to the roles of
Director of Financial Reporting and Vice President and Corporate Controller. Mr.
Wiles joined Brightpoint Americas in July 2003 in his current role as Vice
President and Controller. Prior to joining Brightpoint, Mr. Wiles held various
financial and auditing roles with Anacomp, Inc, Regulations Management
Corporation and Bagley, Hoage and Harrison, Certified Public Accountants. Mr.
Wiles earned a Bachelor of Science degree in Accounting from Butler University
and is a Certified Public Accountant.
Pursuant to the terms of their respective employment agreements, Mr. Boor
receives a base salary of $200,000 per annum and is eligible for a discretionary
bonus of up to 60% of his base salary, and Mr. Wiles receives a base salary of
$137,500 and is eligible for a discretionary bonus of up to 25% of his base
salary.
A copy of the Registrant's June 3, 2005 press release announcing Ms. Kelley's
resignation, Mr. Boor's appointment as acting Chief Financial Officer and acting
Principal Executive Officer of the Registrant, and Mr. Wiles' appointment as
acting Chief Accounting Officer of the Registrant is annexed hereto as Exhibit
99.1 and incorporated herein by reference.
ITEM 8.01 OTHER EVENTS
On June 3, 2005, the Registrant's Board of Directors formed a Finance Committee
comprised of Richard W. Roedel, Chairperson of the Registrant's Audit Committee;
Jerre L. Stead, the Registrant's Lead Independent Director; and V. William Hunt,
a member of the Registrant's Audit Committee; to support the ongoing review and
restructure of the Registrant's global finance organization.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of Brightpoint, Inc. dated June 3, 2005.
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 thereunto duly authorized.
BRIGHTPOINT, Inc.
(Registrant)
By: /s/ Gregory L. Wiles
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Gregory L. Wiles
Acting Chief Accounting Officer
Date: June 7, 2005