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): April 15, 2009 (April 9,
2009)
COMMSCOPE,
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation)
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1-12929
(Commission
File Number)
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36-4135495
(I.R.S.
Employer
Identification
Number)
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1100
CommScope Place, SE
Hickory,
North Carolina 28602
(Address
of principal executive offices)
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Registrant’s
telephone number, including area code: (828)
324-2200
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):
[ ]
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.
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Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
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(e) Compensatory
Arrangements of Certain Officers
On April
9, 2009, the Compensation Committee of the Board of Directors (the “Committee”) of
CommScope, Inc. (the “Company”) suspended
the Annual Incentive Plan (the “AIP”) and the Policy
on Discretionary Performance Compensation (the “PDPC”) for 2009,
determining that no awards will be made under the AIP or PDPC to participants in
respect of the 2009 performance period. The Committee reserved the
right to rescind these actions, in whole or in part, at any time, if the Company
continues to be in compliance with all financial covenants in the Company’s
Credit Agreement, dated as of December 27, 2007, as amended, and the
Company has achieved the bonus criteria set forth in the applicable bonus plan,
as previously approved, in which event, the Committee may approve a payment of
bonuses for 2009, up to the amount payable under previously approved AIP and
PDPC targets. The determination of whether to rescind any of these actions, in
whole or in part, will take into account, in the Committee’s judgment,
maintaining continued compliance with financial covenants, preserving sufficient
liquidity and financial flexibility, and the outlook for the
Company.
Also on
April 9, 2009, the Committee amended the Supplemental Executive Retirement Plan
(the “SERP”) to
provide that for 2009, no Company contribution shall be made to participants’
accounts and no earnings shall be credited to participants’
accounts.
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.
Dated: April
15, 2009
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COMMSCOPE,
INC.
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By:
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/s/
Frank B. Wyatt, II
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Name:
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Frank
B. Wyatt, II
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Title:
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Senior
Vice President, General Counsel and
Secretary
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