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
December
16, 2009
Date of Report (Date of earliest
event reported)
IPG
PHOTONICS CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State or Other
Jurisdiction
of
Incorporation)
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0001-33155
(Commission File
No.)
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04-3444218
(IRS
Employer
Identification
No.)
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50
Old Webster Road
Oxford,
Massachusetts 01540
(Address
of Principal Executive Offices, including Zip Code)
Registrant’s
telephone number, including area code: (508) 373-1100
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:
□ 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
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The
Compensation Committee (the “Committee”) of the Board of Directors of IPG
Photonics Corporation (the “Company”) has taken the actions described below
relating to the compensation of the “named executive officers,” as such term is
defined in Item 402(a)(3) of Regulation S-K, of the Company as of December 31,
2008 and certain other executive officers of the Company.
On
December 16, 2009, the Committee approved extensions of the employment
agreements for the following named executive officers and other executive
officers: Eugene Shcherbakov, Ph.D., Managing Director of IPG Laser
GmbH and Director, Timothy P.V. Mammen, Chief Financial Officer and Vice
President, Angelo P. Lopresti, General Counsel, Secretary and Vice President,
George H. BuAbbud, Ph.D., Vice President-Telecommunications Products, William S.
Shiner, Vice President-Industrial Markets, Alexander Ovtchinnikov, Ph.D., Vice
President-Components.
Their
employment agreements were to terminate December 31, 2009. Under the amendments
to the employment agreements approved by the Committee, the termination dates of
the employment agreements have been extended to December 31, 2010. Each of the
above-named executive officers have signed an amendment to his employment
agreement. The employment agreement of Dr. Valentin Gapontsev, Chief Executive
Officer and Chairman of the Board has not been amended because it expires on
December 31, 2010.
The
foregoing description of the amendments to the employment agreements does not
purport to be complete and is qualified in its entirety by reference to the form
of the amendment to employment agreements between the Company and the named
executive officers and other executive officers, copies of which are attached as
exhibits to this Current Report on Form 8-K and are incorporated herein by
reference.
Item 8.01 Other Events
Certain
directors and officers of IPG Photonics Corporation (the “Company”) adopted
pre-arranged trading plans (each, a “Plan”) designed to comply with
Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the
Company’s policies regarding stock transactions. Under Rule 10b5-1,
directors, officers and other persons who are not in possession of material
non-public information may adopt a plan or contract for pre-arranged sales of
Company securities under specified conditions and at specified times. Using
these Plans, insiders can gradually diversify their investment portfolios,
spread stock trades out over an extended period of time to reduce market impact
and avoid concerns about transactions occurring at a time when they might
possess inside information.
The Plan
adopted by Robert A. Blair, a member of the Company’s Board of Directors,
provides for the sale of up to a total of 70,000 shares over a period ending
July 26, 2010, unless terminated sooner in certain circumstances. Shares will be
sold under the Plan on the open market at prevailing market prices, subject to
minimum price thresholds.
The
Company does not undertake to report Plans that may be adopted by any employees
or directors of the Company in the future, or to report any modification or
termination of any Plan, except to the extent required by law.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Number
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Description
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10.1
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Form
of Amendment to Employment Agreement dated December 21, 2009, between the
Registrant and each of Eugene Shcherbakov, Timothy P.V. Mammen, Angelo P.
Lopresti, George H. BuAbbud, William S. Shiner and Alexander
Ovtchinnikov.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned thereunto duly authorized.
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IPG
PHOTONICS CORPORATION
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December
21, 2009
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/s/
Angelo P. Lopresti
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Angelo
P. Lopresti
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Vice
President, General Counsel & Secretary
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Exhibits
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Exhibit
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Number
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Description
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10.1
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Form
of Amendment to Employment Agreement dated December 21, 2009, between the
Registrant and each of Eugene Shcherbakov, Timothy P.V. Mammen, Angelo P.
Lopresti, George H. BuAbbud, William S. Shiner and Alexander
Ovtchinnikov.
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