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) May 3, 2005
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AVOCENT CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-30575 91-2032368
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4991 CORPORATE DRIVE HUNTSVILLE, AL 35805
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (256) 430-4000
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n/a
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(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 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 3, 2005, Avocent Corporation publicly disseminated a press release
announcing that its Board of Directors has approved plans (i) to accelerate the
vesting of all currently underwater stock options awarded under the Company's
stock option plans that would otherwise be unvested on December 31, 2005 and
(ii) to phase out the Company's Employee Stock Purchase Plan by December 31,
2005. The information contained in the press release is incorporated herein by
reference and filed as Exhibit 99.8 hereto.
Item 7.01 Regulation FD Disclosure.
On May 3, 2005, Avocent Corporation publicly disseminated a press release
announcing that its Board of Directors has approved the repurchase of an
additional two millions shares of its common stock under a stock repurchase
program approved in November 2004. The information contained in the press
release is incorporated herein by reference and furnished as Exhibit 99.9
hereto.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99.8 Press release issued May 3, 2005
99.9 Press release issued May 3, 2005
SIGNATURES
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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.
AVOCENT CORPORATION
Date: May 3, 2005
By: /s/ Samuel F. Saracino
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Samuel F. Saracino
Executive Vice President of Legal and Corporate
Affairs, General Counsel, and Secretary
EXHIBIT INDEX
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Exhibit Description
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99.8 Press release issued May 3, 2005
99.9 Press release issued May 3, 2005