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 27, 2009

 

Westell Technologies, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

750 North Commons Drive, Aurora, Illinois 60504

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code (630) 898-2500

 

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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

On May 27, 2009, the Board of Directors of Westell Technologies, Inc. (the “Company”) appointed Martin Hernandez to the Company’s Board of Directors. Mr. Hernandez will serve on the board’s audit committee.

 

Mr. Hernandez, 51, is currently the Chief Financial Officer of Kineto Wireless, Inc. (“Kineto”), an innovator and leading supplier of solutions that enable the delivery of mobile services over broadband. He has served in this position since July 2006. Prior to that, Mr. Hernandez served as President and Chief Operating Officer of Rainmaker Systems, Inc. (NASDAQ: RMKR), a leading provider of sales and marketing solutions, from September 2000 to March 2005 and as Rainmaker’s Chief Financial Officer beginning in October 1999. Prior to Rainmaker, he held senior financial and operations roles with Silicon Graphics and Meris Laboratories.

 

Mr. Hernandez is a Certified Public Accountant and holds a bachelor’s degree in marketing, as well as an MBA from San Jose State University.

 

While Mr. Hernandez was Chief Financial Officer of Kineto, the Company entered into a Software License Agreement with Kineto, dated June 26, 2008, for a renewable license to use Kineto’s UMA/GAN client software and for related porting and maintenance support. In connection with the license agreement, the Company paid approximately $300,000 to Kineto, including a license fee of $150,000, a porting fee of $93,600 and a follow-on client service fee of $49,000. In addition, Kineto is eligible to receive ongoing royalties. Mr. Hernandez currently holds vested stock options for approximately 0.60% of Kineto’s outstanding shares on a fully diluted basis.

 

Upon joining the board, Mr. Hernandez received an award of 20,000 shares of restricted stock, with 25% vesting on each of the first four anniversary dates of the grant.

 

 

 

SIGNATURE

 

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.