ViaSat, Inc.
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): January 26, 2007
ViaSat, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-21767
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33-0174996 |
(State or Other Jurisdiction of
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(Commission File No.)
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(I.R.S. Employer |
Incorporation)
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Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(Address
of principal executive offices, including zip code)
Registrants telephone number, including area code: (760) 476-2200
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
This Current Report on Form 8-K is filed by ViaSat, Inc., a Delaware corporation (the
Company), in connection with the matters described herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 26, 2007, Robert L. Barrie resigned from his position as Vice PresidentOperations,
and the Company promoted Kevin J. Harkenrider to serve as Vice PresidentOperations of the Company.
Mr. Barrie resigned his position in connection with his planned retirement.
Mr. Harkenrider joined the Company in October 2006 as Director Operations. Prior to joining
the Company, Mr. Harkenrider served as Account Executive at Computer Sciences Corporation (CSC)
from 2002 through October 2006. Mr. Harkenrider served from 1992 to 2002 in several positions at
BAE Systems, Mission Solutions (formerly GDE Systems, Marconi Integrated Systems, and General
pDynamics Corporation, Electronics Division), including Vice President and Program Director, Vice
PresidentOperations and Vice PresidentMaterial. Prior to 1992, Mr. Harkenrider served in several
director and program manager positions at General Dynamics Corporation. Mr. Harkenrider holds a
B.S. in Civil Engineering from Union College and an M.B.A. from the University of Pittsburgh.
Mr. Harkenrider currently receives an annual base salary of $210,000 and will be eligible for
annual cash bonuses, which are at risk and will be derived using a formula based upon the Companys
achievement of financial performance goals (previously established by the Compensation and Human
Resources Committee) and Mr. Harkenriders individual contribution. Mr. Harkenrider will also
receive the following benefits on the same terms and conditions under which they are made available
to non-executive Company employees: health insurance, life insurance, participation in the
Companys employee stock purchase plan and participation in the Companys 401(k) plan.
Item 7.01 Regulation FD Disclosure.
On January 29, 2007, the Company issued a press release announcing that Mr. Barrie has
resigned from his position as Vice PresidentOperations and that the Company has promoted Kevin J.
Harkenrider to serve as Vice PresidentOperations of the Company. A copy of the press release is
attached hereto as Exhibit 99.1. The information contained in Item 7.01 of this Current Report,
including Exhibit 99.1, is being furnished and shall not be deemed filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by reference into any filing of the
Company, whether made before or after the date hereof, regardless of any general incorporation
language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are filed herewith:
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Exhibit |
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Number |
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Description of Exhibit |
99.1
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Press release issued by ViaSat, Inc. on January 29, 2007. |
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.
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Date: January 29, 2007 |
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ViaSat, Inc. |
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By:
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/s/ Richard Baldridge |
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Richard Baldridge |
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President and Chief Operating Officer |
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Exhibit 99.1
Exhibit 99.1
ViaSat Vice President of Operations Retires;
Promotes Mr. Kevin Harkenrider as new Vice President of Operations
Carlsbad, CA January 29, 2007 ViaSat Inc. (Nasdaq:VSAT) announced that Mr. Robert Barrie
has resigned his position as Vice President of Operations in connection with his planned phased
retirement. We are very grateful to Bob for his tremendous contribution to ViaSat over the past
ten years and his participation in building a successful operations organization, said Mark
Dankberg, ViaSats chairman and chief executive officer.
Mr. Kevin Harkenrider will succeed Mr. Barrie in the Vice President of Operations position.
Mr. Harkenrider joined ViaSat in October 2006 as Director of Operations and most recently served in
an executive role at Computer Sciences Corporation (CSC). Previously, Mr. Harkenrider also held
several positions at the Mission Solutions division of BAE Systems, including Vice President and
Program Director, Vice PresidentOperations and Vice PresidentMaterial.
About ViaSat (www.viasat.com)
ViaSat produces innovative satellite and other communication products that enable fast,
secure, and efficient communications to any location. ViaSat provides networking products and
managed network services for enterprise IP applications; is a key supplier of network-centric
military communications and encryption technologies to the U.S. government; and is the primary
technology partner for gateway and customer-premises equipment for consumer and mobile satellite
broadband services. The companys three wholly owned subsidiaries, US Monolithics, Efficient
Channel Coding, and Enerdyne Technologies Inc., design and produce complimentary products such as
monolithic microwave integrated circuits, DVB-S2 satellite communication components, and video data
link systems. ViaSat has locations in Carlsbad, CA, and Duluth, GA, along with its Comsat
Laboratories division in Germantown, MD. Additional field offices are located in Boston, MA,
Baltimore, MD, Washington DC, Australia, China, India, Italy, and Spain.
Safe Harbor Statement
Portions of this release may contain forward-looking statements regarding future events and
are subject to risks and uncertainties. ViaSat wishes to caution you that there are some factors
that could cause actual results to differ materially. The Company refers you to the documents it
files from time to time with the Securities and Exchange Commission, specifically the section
titled Risk Factors in the Companys Form 10-K, which contain and identify other important factors
that could cause actual results to differ materially from those contained in our projections or
forward-looking statements. Stockholders and other readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date on which they are
made. We undertake no obligation to update publicly or revise any forward-looking statements.
Comsat Labs and Comsat Laboratories are trade names of ViaSat, Inc. Neither Comsat Labs nor
Comsat Laboratories is affiliated with COMSAT Corporation. Comsat is a registered trademark of
COMSAT Corporation.