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): March 10, 2005
PROQUEST COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-3246 36-3580106
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
300 North Zeeb Road, Ann Arbor, Michigan 48103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (734) 761-4700
/ / 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))
Item 1.01. Entry into a Material Definitive Agreement
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I. BONUS PAYMENTS UNDER THE 2003 PROQUEST STRATEGIC PERFORMANCE PLAN
On March 10, 2005, the Compensation Committee of the Board of Directors of
ProQuest Company (the "Company") approved payment of annual cash incentive
bonuses with respect to the 2004 fiscal year and a bonus range with respect to
the 2005 fiscal year for the following executive officers of the Company as set
forth below:
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Name of Officer Position 2004 Bonus Amount 2005 Bonus Amount
--------------- -------- ----------------- -----------------
Alan Aldworth President & CEO $443,594 0 to 85% of base salary
Ronald Klausner President I&L $175,000 0 to 70% of base salary
Andy Wyszkowski President PBS $135,000 0 to 60% of base salary
Todd Buchardt SVP & General Counsel $112,892 0 to 50% of base salary
Kevin Gregory SVP & CFO $106,784 0 to 50% of base salary
Linda Longo-Kazanova SVP HR & Business $101,870
Optimization 0 to 50% of base salary
Bruce Rhoades SVP Strategy & Technology $95,207 0 to 50% of base salary
Alfred A. DeSeta President K-12, ProQuest $150,000
I&L 0 to 60% of base salary
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The performance criteria for the bonuses payable to Messrs. Aldworth, Gregory,
Buchardt and Rhodes and Ms. Longo-Kazanova was based on corporate revenue, cash
flow, and earnings per share. The performance criteria for the bonuses payable
to Messrs. Klausner and Wyszkowski was based on line of business revenue, cash
flow, the successful completion of the Voyager acquisition (in the case of Mr.
Klausner) and the successful divestiture of Powersports (in the case of Mr.
Wyszkowski).
II. CEO SALARY, PERQUISITES AND SEVERANCE ARRANGEMENT
On March 10, 2004, the Compensation Committee approved (i) an increase to Alan
Aldworth's base salary from $625,000 to $675,000 retroactive to January 1, 2005,
(ii) employer paid financial counseling up to $7,500 per year, subject to a tax
gross-up, (iii) an employer paid executive physical up to $10,000 per year,
subject to a tax gross-up and (iv) a severance arrangement for Mr. Aldworth that
would provide one times base pay in the form of salary continuation payments in
the event that the Company terminates Mr. Aldworth's employment without cause.
III. RESTRICTED STOCK GRANT
On March 10, 2005, the Compensation Committee approved the grant of 5,587 shares
of restricted stock to Bruce Rhoades, the SVP Strategy & Technology of the
Company, and 5,028 shares of restricted stock to Alfred DeSeta, the President
K-12, ProQuest Information and Learning, under Section 6.4 of the 2003 ProQuest
Company Strategic Performance Incentive Plan. The form of agreement to be used
for grants of restricted stock under the Plan is attached as exhibit 10.3 to
this filing, which is incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On March 10, 2004, the Company's Board of Directors appointed Randy Best to
serve as a member of the Company's Board of Directors effective immediately. Mr.
Best was the Chief Executive Officer, and held 34% of the common stock, of
Voyager Expanded Learning, Inc. ("Voyager") immediately prior to the Company's
acquisition of Voyager.
In connection with the Company's acquisition of Voyager, Mr. Best and the
Company entered into a Consulting Agreement (the "Consulting Agreement") and a
three year Non-Disclosure, Nonsolicitation and Non-Competition Agreement (the
"Non-Competition Agreement"), both of which became effective on January 31,
2005. The Consulting Agreement requires that Mr. Best (a) actively participate
with the Company and Voyager to retain and develop client and referral sources,
(b) actively participate in major sales calls at the federal, state, and
district levels, (c) assist in the development of a "new account" strategy, (d)
assist in the development of a government relations strategy at the federal and
state level, (e) introduce and transition key contacts for Voyager's business
and (f) perform transition and integration services related to the businesses of
the Company and Voyager. As compensation for these services, Mr. Best is
entitled to a payment of $40,000 per month for the first six months of the term
and $26,666 per month for the last eighteen months of the term of the Consulting
Agreement. The Company may terminate the Consulting Agreement upon 60 days'
prior written notice.
The Non-Competition Agreement provides that Mr. Best will not disclose or use
the confidential information of Voyager or the Company in any way, except on
behalf of the Company or Voyager. Mr. Best also agreed that for three years
after January 31, 2005, and for the term of the Consulting Agreement, that he
would not, directly or indirectly, engage or participate in: (i) any capacity,
anywhere in the United States, in any business that is competitive to the
business operated by Voyager or in which Voyager has currently planned to
engage; (ii) recruiting or soliciting any person to leave his or her employment
with the Company or Voyager; and (iii) hiring or engaging any person who is or
was an employee of Voyager from January 31, 2005 through and including the time
of such hiring or engagement. In the agreement, Mr. Best acknowledged that
Voyager is or plans to be engaged in the business of: (i) developing, marketing,
and selling reading and math-related materials for use by students in grades
K-12; and (ii) developing, marketing, and selling programs that are designed to
enhance the ability of teachers and school districts to teach reading to
students in grades K-12. The Non-Competition Agreement does not prevent Mr. Best
from continuing his involvement with GlobalEd Holdings Ltd. and EdCollege, Inc.
to the extent that those entities, or affiliates thereof, do not engage in the
business of: (i) developing, marketing, or selling reading and math-related
materials for use by students in grades K-12; (ii) developing, marketing, or
selling any courses, products or services substantially similar to the "Reading
for Understanding" and "Foundations of Reading" programs offered by Voyager as
of January 31, 2005 to be used by administrators or teachers in grades K-12; and
(iii) developing, marketing, or selling programs for any reading based
curriculum to those customers who are currently customers of VoyagerU, a
division of Voyager.
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, thereunto duly authorized.
PROQUEST COMPANY
By: /s/ Todd W. Buchardt
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Todd W. Buchardt
Senior Vice President
Dated: March 16, 2005
EXHIBIT INDEX
Exhibit Number Description
10.1 Consulting Agreement between Randy Best and ProQuest
Company dated December 13, 2005.
10.2 Non-Compete Agreement between Randy Best and ProQuest
Company dated December 13, 2005.
10.3 Form of Restricted Stock Award Agreement for the 2003
ProQuest Company Strategic Performance Plan