Current Report Filing (8-k)
February 13 2013 - 3:09PM
Edgar (US Regulatory)
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): February 12, 2013
DIALOGIC INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33391 |
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94-3409691 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1504 McCarthy Boulevard
Milpitas, California |
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95035 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (408) 750-9400
Not Applicable
(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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(d) On February 12, 2013, effective immediately, Kevin Cook,
President and Chief Executive Officer of Dialogic Inc. (the Company), was elected by the Companys Board of Directors (the Board) to serve as a member of the Board in the class of directors whose term of office expires
at the Companys 2013 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Cooks election was recommended to the Board by the Nominating and
Corporate Governance Committee of the Board.
In accordance with the Companys director compensation policy, as a
non-independent Board member, Mr. Cook will not be entitled to any compensation for his service on the Board.
There are
no arrangements or understandings between Mr. Cook and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Cook and any director, executive officer, or any person
nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between
Mr. Cook and the Company.
(e) On February 12, 2013, as recommended by the Compensation Committee of the Board, the
Board granted to Mr. Cook the right to purchase 450,000 performance-vesting restricted stock units (Restricted Stock Units),under the terms of the Companys 2006 Equity Incentive Plan (the 2006 Plan). The Restricted
Stock Units shall vest 33.3% on August 9, 2013 and 33.3% on August 9, 2014 and 33.3% on August 9, 2015.
These
Restricted Stock Units were granted in place of those equity awards which the Company agreed to recommend to the Compensation Committee of the Board be granted to Mr. Cook under the 2006 Plan, pursuant to Section 4 of his Offer Letter
dated August 9, 2012, as previously described in the Companys Form 8-K filed with the Securities and Exchange Commission on August 10, 2012.
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.
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DIALOGIC INC. |
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Dated: February 13, 2013 |
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By: |
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/s/ Anthony Housefather |
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Anthony Housefather |
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EVP Corporate Affairs and General Counsel |
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