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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): JUNE 23, 2008
THINKENGINE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-03035 20-8058881
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
100 NICKERSON ROAD, MARLBOROUGH, MASSACHUSETTS 01752
(Address of principal executive offices, including zip code)
(508) 624-7600
(Registrant's telephone number, including area 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 (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))
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ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Employment Agreements
On June 23, 2008, the Board of Directors of ThinkEngine Networks, Inc. (the
"Company") approved and authorized an amendment to the Company's Employment
Agreement with each of Michael G. Mitchell, its Chief Executive Officer, and
John E. Steinkrauss, its Vice President, Treasurer and Chief Financial Officer,
to conform each Agreement with the requirements of Section 409A of the Internal
Revenue Code.
The amendments primarily clarify (i) the timing of the payment of
discretionary annual bonuses; (ii) the circumstances under which each executive
may be entitled to severance benefits in the event of a termination by the
executive for "good reason"; and (iii) the timing of severance payments and
other benefits in the event the executive experiences an involuntary separation
from service.
The foregoing descriptions of the amendments to employment agreements do
not purport to be complete and are qualified in their entirety by reference to
the First Amendment to Employment Agreements, copies of which are filed as
Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by
reference.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS - The following exhibits are filed as part of this report:
EXHIBIT DESCRIPTION
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10.1 First Amendment to Employment Agreement dated June 23, 2008
between ThinkEngine Networks, Inc. and Michael G. Mitchell
10.2 First Amendment to Employment Agreement dated June 23, 2008
between ThinkEngine Networks, Inc. and John E. Steinkrauss
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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.
THINKENGINE, INC.
Date: June 23, 2008 By: /s/ John E. Steinkrauss
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John E. Steinkrauss
Vice President and Chief Financial
Officer
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