ViaSat, Inc.
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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)
         
Delaware   0-21767   33-0174996
(State or Other Jurisdiction of   (Commission File No.)   (I.R.S. Employer
Incorporation)       Identification No.)
6155 El Camino Real
Carlsbad, California 92009
(Address of principal executive offices, including zip code)
Registrant’s 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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT 99.1


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     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 President–Operations, and the Company promoted Kevin J. Harkenrider to serve as Vice President–Operations 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 President–Operations and Vice President–Material. 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 Company’s achievement of financial performance goals (previously established by the Compensation and Human Resources Committee) and Mr. Harkenrider’s 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 Company’s employee stock purchase plan and participation in the Company’s 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 President–Operations and that the Company has promoted Kevin J. Harkenrider to serve as Vice President–Operations 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:
     
Exhibit    
Number   Description of Exhibit
99.1
  Press release issued by ViaSat, Inc. on January 29, 2007.

 


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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.
             
Date: January 29, 2007   ViaSat, Inc.    
 
           
 
  By:   /s/ Richard Baldridge    
 
           
 
           Richard Baldridge    
 
           President and Chief Operating Officer    
 
           

 

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, ViaSat’s 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 President–Operations and Vice President–Material.
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 company’s 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 Company’s 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.