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): April 13, 2009
NAVISITE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other
jurisdiction of
incorporation)
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000-27597
(Commission File No.)
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52-2137343
(IRS Employer Identification
No.) |
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400 Minuteman Road
Andover, Massachusetts
(Address of principal executive offices)
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01810
(Zip Code) |
(978) 682-8300
(Registrant’s telephone number, including area code)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On April 13, 2009, NaviSite, Inc. (the “Company”) announced that R. Brooks Borcherding was
appointed the Company’s Senior Vice President of Sales and Chief Revenue Officer, which appointment
will be effective as of April 13, 2009. In connection with Mr. Borcherding’s appointment as Senior
Vice President of Sales and Chief Revenue Officer, the Company set his annual base salary at
$200,000 and agreed to grant to Mr. Borcherding 200,000 shares of the Company’s common stock under
the Company’s Amended and Restated 2003 Stock Incentive Plan. The shares issued to Mr. Borcherding
will be restricted and will vest at the rate of 25% on the six month anniversary of the date of
grant and thereafter in equal amounts monthly over the following three year period until fully
vested on the 42nd monthly anniversary of the date of grant, provided Mr. Borcherding remains an
employee of the Company on each such vesting date. Mr. Borcherding is eligible to receive an
annual bonus of up to 115% of $325,000 upon the achievement of certain corporate objectives. Mr.
Borcherding is guaranteed a fiscal fourth quarter of 2009 bonus of at least $60,938.
From 2005 until April 2009, Mr. Borcherding served as the Strategy, Planning and Operations
Director of Cisco Systems, Inc. From 1997 to 2005, Mr. Borcherding served as the Global Solutions
Director of Avaya Inc.
Mr. Borcherding is 42 years old. There are no family relationships between Mr. Borcherding and any
director or other executive officer of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibit listed in the Exhibit Index below is filed with this report.