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: March 19, 2009
(Date of
Earliest Event Reported)
______________
On
Assignment, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
______________
| Delaware |
000-20540 |
95-4023433 |
|
(State or
Other
|
(Commission |
(I.R.S.
Employer |
| Jurisdiction
of Incorporation) |
File Number) |
Identification No.) |
26651 West
Agoura Road, Calabasas,
California 91302
(Address of
Principal Executive
Offices)
(Zip Code)
(818)
878-7900
___________________________________________________________________________________________________________________
Registrant’s
Telephone Number, Including Area Code)
N/A
___________________________________________________________________________________________________________________
(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:
[_] 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
CFR240.14d-2(b))
[_] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c))
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of
CertainOfficers; Compensatory Arrangements of
Certain Officers
(e) Material Compensatory
Plan
On March 19, 2009, with the approval of
the Compensation Committee of On Assignment, Inc. (the “Company”), the Company
and Mr. Peter Dameris, the Company’s President and Chief Executive Officer,
entered into an amendment to Mr. Dameris’ Amended and Restated Senior Executive
Agreement, (the “First Amendment”). A copy of the First Amendment is
furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item
9.01
Financial
Statements and Exhibits.
(d) The
following exhibits are furnished pursuant to Item 5.02:
99.1 First
Amendment to Amended and Restated Senior Executive Agreement between Company and
Mr. Dameris.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
On Assignment, Inc.
Date:
March 25,
2009 By: /s/ James
Brill
Title:
Sr.
Vice President, Finance and
Exhibit
99.1
First
Amendment to
Amended
and Restated
Senior
Executive Agreement
RECITALS
On Assignment, Inc. (the “Company”) and Peter Dameris
(“Executive”) have
entered into an Amended and Restated Senior Executive Agreement dated December
11, 2008 (the “Employment
Agreement”). The Company and Executive desire to amend certain
provisions of the Employment Agreement pursuant to this First Amendment to the
Amended and Restated Senior Executive Agreement (the “Amendment”), dated March 19,
2009. For good and valuable consideration, receipt of which is hereby
acknowledged by both the Company and Executive, the Company and Executive hereby
amend the Employment Agreement as follows:
AMENDMENT
1.
Section
1(b)(i) of the Employment Agreement is deleted and replaced in its entirety by
the following:
(b)
Salary, Bonus and
Benefits.
(i) Salary
and Bonus. During the Service Term,
effective from and after August 1, 2006, the Company will pay Executive a base
salary (the “Annual
Base Salary”)
as the Board may designate from time to time, at the rate of not less than
$635,250 per annum; provided,
however, that
the Annual Base Salary shall be subject to review annually (beginning in the
third quarter of each fiscal year of the Company) by the Board for upward
increases thereon. With respect to calendar year 2006 and
thereafter during the Service Period, Executive will be eligible to receive an
annual bonus in an amount of up to 120% of Executive’s Annual Base Salary for
each fiscal year, as determined by the Compensation Committee of the Board of
Directors (the “Compensation
Committee”) based upon the Company’s achievement of budgetary and other
objectives set by the Compensation Committee after review of a financial
performance plan that is prepared by Executive and recommended to the
Compensation Committee. With respect to calendar years 2006, 2007 and
2008, such annual bonus opportunity shall be comprised of (A) a 60% bonus
opportunity applicable to achievement of plan targets that are a combination of
targets for revenue and EBITDA (“Component A”), and (B) an
additional 60% bonus opportunity (thereby making the total bonus opportunity
120% of Executive’s Annual Base Salary) for performance exceeding plan targets
based upon revenue and EBITDA performance (“Component B”). With
respect to calendar year 2009, such annual bonus opportunity shall be comprised
of three separate, stand-alone bonus opportunities: (1) a bonus
opportunity equal to 60% of Executive’s Annual Base Salary applicable to
achievement of an EBITDA target (“Bonus
A”), (2) a bonus opportunity of up to 42% of Executive’s Annual Base
Salary based on the Company’s attainment of an operating margin (defined as a
percentage expression of operating income plus interest, taxes, amortization,
depreciation and FAS 123(r) expense) within a range constituting ninety
percent
90%) to
one hundred percent (100%) of an established operating margin target (“Bonus
B”), and (3) a bonus opportunity of up to 18% of Executive’s Annual Base
Salary (with the exact amount between 0 and 18% to be determined in the
discretion of the Committee) based on the Company attaining a specified cash
generation target and/or the Company entering into an amendment to the existing
credit facility, on terms acceptable to the Board of Directors of the Company
(“Bonus
C”). Within 90 days of the beginning of each calendar year during
the Service Period, the Compensation Committee will determine, after
consultation with Executive, the targets applicable to Executive based on the
Company’s performance plan. All
performance plan targets will be defined in terms that exclude the effects of
any nonrecurring charges, including without limitation, charges related to
goodwill write-offs, acquisitions, dispositions or changes in accounting
treatment. The annual bonus, if any, shall be due and payable to
Executive, in cash, on or prior to March 15th of the year immediately
following that in which such annual bonus is earned (for the avoidance of doubt,
this deadline is intended to comply with the “short-term deferral” exemption
from the application of Section 409A).
******************
The modifications to the Employment
Agreement contained in this Amendment shall, except as expressly provided
otherwise herein, take effect from and after the date of this
Amendment. Except as expressly provided herein, all terms and
conditions of the Employment Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, Executive
and the Company have executed this Amendment as of the date first above
written.
|
|
EXECUTIVE
/s/ Peter Dameris
Peter
Dameris
On assignment,
Inc.
By: /s/ Jonathan
Holman
Jonathan
holman
Its: CHAIRMAN
OF COMPENSATION
COMMITTEE
|