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 6, 2006
BRIGHT HORIZONS FAMILY SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-24699
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62-1742957 |
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| (State or Other Jurisdiction of
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(Commission
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(IRS Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 200 Talcott Avenue South
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| Watertown, Massachusetts
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02472 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s telephone number, including area code)
(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):
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 1.01 Entry into a Material Definitive Agreement.
On February 2, 2006, the Board of Directors of Bright Horizons Family Solutions, Inc. (the
“Company”) adopted, subject to stockholder approval, the Bright Horizons Family Solutions, Inc.
2006 Equity and Incentive Plan (the “Plan”). On June 6, 2006, the Company’s stockholders approved
the Plan. A description of the Plan is set forth in the Company’s proxy statement filed with the
Securities and Exchange Commission on April 28, 2006 for the Company’s annual meeting on June 6,
2006 (the “Proxy Statement”).
The Plan allows the Company to grant equity-based compensation to current and prospective
officers and employees, and directors of, and consultants to, the Company or its subsidiaries or
affiliates to promote the interests of the Company and its stockholders by (i) attracting and
retaining key officers, employees, advisory board members and directors of, and consultants to, the
Company and its subsidiaries and affiliates, (ii) motivating such individuals by means of
performance-related incentives to achieve long-range performance goals, (iii) enabling such
individuals to participate in the long-term growth and financial success of the Company, (iv)
encouraging ownership of stock in the Company by such individuals, and (v) linking the compensation
of those individuals to the long-term interests of the Company and its stockholders.
Under the Plan, awards may be made in common stock of the Company. Subject to adjustment as
provided by the terms of the Plan, the maximum number of shares of common stock with respect to
which awards may be granted under the Plan is 1,750,000 (which includes 200,000 shares with respect
to which awards under the Amended and Restated 1998 Stock Incentive Plan (the “1998 Plan”) were
authorized but not awarded). Except as adjusted in accordance with the terms of the Plan, no more
than 550,000 shares authorized under the Plan may be awarded as awards other than options. The
maximum number of shares with respect to which awards may be granted under the Plan shall be
increased by the number of shares with respect to which options or other awards were granted under
the 1998 Plan, but which terminate, expire unexercised, are forfeited or cancelled without the
delivery of shares under the terms of the 1998 Plan after the effective date of this Plan.
Shares covered by an award granted under the Plan, or to which such an award relates, that are
forfeited, or if the award otherwise expires unexercised or is cancelled without the delivery of
shares, then the shares covered by such award, or to which such award relates, or the number of
shares otherwise counted against the aggregate number of shares with respect to which awards may be
granted, to the extent of any such forfeiture, termination, expiration or cancellation, shall again
become shares with respect to which awards may be granted. Shares of common stock issued under the
Plan may be either newly issued shares or shares which have been reacquired by the Company. Shares
issued by the Company as substitute awards granted solely in connection with the assumption of
outstanding awards previously granted by a company acquired by the Company, or with which the
Company combines, do not reduce the number of shares available for awards under the Plan.
The information set forth above is qualified by reference to the more complete description of
the Plan and the text of thereof, which is set forth in Exhibit A of the Proxy Statement,
and hereby incorporated by reference in this report.
The Company grants various awards to its executive officers and directors under the Plan.
Forms of award agreements are attached hereto as exhibits and are incorporated herein by reference.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On June 6, 2006, the Company announced that it has appointed Robert Meyer, the Company’s
current Vice President of Finance, to the position of Chief Accounting Officer. Mr. Meyer, 42, has
served as Vice President of Finance of the Company since September 2005. Mr. Meyer served as Vice
President-Controller of the Company from October 2000 until September 2005 and Controller of the
Company from July 1998 to October 2000. Mr. Meyer is a Certified Public Accountant and holds a
Masters of Science in Finance.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit 10.1
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Bright Horizons Family Solutions, Inc. 2006 Equity and
Incentive Plan (incorporated by reference to Exhibit A to the
Company’s proxy statement for its June 6, 2006 annual meeting
of stockholders, filed with the Securities and Exchange
Commission on April 28, 2006). |
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| Exhibit 10.2
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Form of Agreement evidencing a grant of Non-Qualified Stock
Options to Executive Officers under the 2006 Equity and
Incentive Plan. |
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| Exhibit 10.3
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Form of Agreement evidencing a grant of Non-Qualified Stock
Options to Directors under the 2006 Equity and Incentive
Plan. |
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| Exhibit 10.4
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Form of Agreement evidencing a grant of Restricted Shares to
Executive Officers under the 2006 Equity and Incentive Plan. |
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| Exhibit 10.5
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Form of Agreement evidencing a grant of Restricted Share
Units to Directors under the 2006 Equity and Incentive Plan. |