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 23, 2008
NOVATEL WIRELESS, INC.
(Exact name of Registrant as specified in its charter)
COMMISSION FILE: 000-31659
| DELAWARE | 86-0824673 | |
| (State or other jurisdiction or incorporation or organization) |
(I.R.S. Employer Identification No.) |
9645 Scranton Road, Suite 205
San Diego, CA 92121
(Address of principal executive offices)
Registrant’s telephone number, including area code: (858) 812-3400
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:
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Effective January 25, 2008 the Board of Directors (the “Board”) of Novatel Wireless, Inc. (the “Company”) appointed Mr. Kenneth Leddon as the Company’s Senior Vice President and Chief Financial Officer. A copy of the press release announcing such appointment is attached hereto as Exhibit 99.1.
Mr. Leddon, 55, will initially receive an annual base salary of $285,000. His 2008 compensation package, including potential bonus, equity incentive awards, and any other compensatory arrangements or adjustments to his initial base salary shall be determined by the Compensation Committee of the Board in the course of its determination of 2008 compensation packages for the Company’s other executive officers, consistent with the Company’s compensation philosophy. Upon such determination, the Company will amend this Form 8-K accordingly.
(d) On January 23, 2008, the Board elected Mr. James Ledwith, 62, as a Class I Director and appointed him to serve on its Audit Committee, effective March 3, 2008. A copy of the press release announcing his election is attached hereto as Exhibit 99.2.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated January 28, 2008 with respect to Appointment of Mr. Kenneth Leddon as CFO. | |
| 99.2 | Press Release dated January 28, 2008 with respect to Election of Mr. James Ledwith as a Director. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Novatel Wireless, Inc. | ||||||||
| Date: January 28, 2008 | By: | /s/ Catherine F. Ratcliffe | ||||||
| Catherine F. Ratcliffe Senior Vice President of
Business Affairs and | ||||||||
Exhibit 99.1
Novatel Wireless Appoints Kenneth Leddon as Chief Financial Officer
Monday January 28, 2008, 7:30 am ET
SAN DIEGO—(BUSINESS WIRE)—Novatel Wireless, Inc., (Nasdaq:NVTL—News) a leading provider of wireless broadband solutions, today announced that its has named Kenneth Leddon as senior vice president and chief financial officer, effective immediately. Leddon has served as interim CFO of Novatel Wireless since November, 2007.
Leddon has served in executive financial and operational capacities as President, CFO, COO, CAO and VP of Finance for public and private companies in a variety of manufacturing, distribution, technology and highly entrepreneurial industries. He brings to Novatel Wireless more than 30 years of successful experience in financial management and leading financial organizations, with proven expertise in corporate finance, financial planning, control, systems and analysis, accountability, process improvement, financial reporting and internal controls. Having served in numerous senior executive capacities, Mr. Leddon also has in-depth experience in overall management, operations, strategic planning and shareholder value maximization.
“We’re thrilled to have Ken’s strong financial, strategic and operational skills at Novatel Wireless,” said Peter Leparulo, executive chairman of Novatel Wireless. “His breadth of financial experience and operations background will be a tremendous asset company-wide as we continue to grow our business worldwide. With excellent financial skills, balanced with a solid understanding of the business and our operations, we welcome him as an integral part of our executive team.”
Prior to joining Novatel Wireless, Leddon spent ten years in professional financial management and consulting with both public and private companies, including Pathway Strategic Partners and Crossroads, LLC. He was chief operating officer of manufacturing company Apex Designs, president and chief financial officer of GeoLogistics Americas, an international provider of logistics services, and chief financial officer and chief administrative officer of Daylight Transportation, Inc. Previously, he held CFO and senior-level finance positions in various portfolio companies of Milhous Group, a private equity firm, where he implemented strategic initiatives to penetrate new markets and operational initiatives to increase enterprise value. Prior to Milhous, Mr. Leddon was the chief financial officer and corporate secretary of Berry Industries, a geophysical data company. Leddon began his career at U.S. Steel, where he held progressively responsible positions in accounting, internal audit and finance over a ten year period.
Leddon earned his Masters of Business Administration from Robert Morris College and a bachelor’s degree in business administration-accounting from California State University—Northridge. He is a member of the American Institute of Certified Public Accountants and the Institute of Management Accountants. He earned his CPA certificate in the state of Washington.
ABOUT NOVATEL WIRELESS
Novatel Wireless, Inc. is revolutionizing wireless communications. The company is a leader in the design and development of innovative wireless broadband access solutions based on 3G WCDMA (HSPA & UMTS), CDMA and GSM technologies. Novatel Wireless’ Merlin™ PC Cards and ExpressCards, Expedite® Embedded Modules, MobiLink™ Communications Software Suite, Ovation™ Fixed Mobile Convergence Products and Conversa™ Software Suite enable high-speed wireless Internet access. The company delivers innovative 3G solutions to operators, distributors and vertical markets worldwide. Headquartered in San Diego, California, Novatel Wireless is listed on NASDAQ: NVTL. For more information please visit www.novatelwireless.com. (NVTLG)
This release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, as amended to date. These forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements contained herein. These factors include risks relating to technological changes, new product introductions, continued acceptance of Novatel Wireless’ products and dependence on intellectual property rights. These factors, as well as other factors that could cause actual results to differ materially, are discussed in more detail in Novatel Wireless’ filings with the United States Securities and Exchange Commission (available at www.sec.gov) and other regulatory agencies.
(C) 2008 Novatel Wireless. All rights reserved. The Novatel Wireless logo, Merlin, Expedite, MobiLink, Ovation and Conversa are trademarks of Novatel Wireless, Inc. Other product or service names mentioned herein are the trademarks of their respective owners.
Exhibit 99.2
Novatel Wireless Appoints James Ledwith to Board of Directors
Monday January 28, 2008, 7:30 am ET
SAN DIEGO—(BUSINESS WIRE)—Novatel Wireless, Inc. (Nasdaq: NVTL—News), a leading provider of wireless broadband solutions, today announced that its Board of Directors has appointed Mr. James Ledwith to the Board and as a member of its Audit Committee, effective March 3, 2008.
“We are pleased to welcome Jim as a member of our board of directors,” said Peter Leparulo, executive chairman of Novatel Wireless. “His long career with J.H. Cohn, extensive transactional experience, and broad industry knowledge of manufacturing and distribution companies will make him a valuable addition to our board.”
Ledwith brings to Novatel Wireless a wealth of experience in strategic, financial, and organizational planning for high growth companies across a variety of industries. He has served as a partner at J.H. Cohn, one of the top 20 accounting and consulting firms in the United States, which provides consulting services across a wide field of expertise, including customer relations management, enterprise performance management, operations and supply chain. He has worked extensively with manufacturing and distribution organizations. Mr. Ledwith has actively assisted companies in mergers and acquisitions, corporate finance, corporate governance and business consulting. He spent twenty years with a Big Four accounting firm as an audit partner, having completed three years of service in the accounting research department.
James Ledwith is a graduate of the Wharton Graduate Division of the University of Pennsylvania where he earned his Masters of Business Administration, and Babson College. Jim has been a Certified Public Accountant since 1971 and is a member of the American Institute of Certified Public Accountants (AICPA) and the California Society of Certified Public Accountants. He has served on the board of directors for several for-profit and nonprofit companies, and is currently a director of publicly-traded San Diego Trust Bank. He is also a trustee of the Sidney Kimmel Cancer Center.
ABOUT NOVATEL WIRELESS
Novatel Wireless, Inc. is revolutionizing wireless communications. The company is a leader in the design and development of innovative wireless broadband access solutions based on 3G WCDMA (HSPA & UMTS), CDMA and GSM technologies. Novatel Wireless’ Merlin™ PC Cards and ExpressCards, Expedite® Embedded Modules, MobiLink™ Communications Software Suite, Ovation™ Fixed Mobile Convergence Products and Conversa™ Software Suite enable high-speed wireless Internet access. The company delivers innovative 3G solutions to operators, distributors and vertical markets worldwide. Headquartered in San Diego, California, Novatel Wireless is listed on NASDAQ: NVTL. For more information please visit www.novatelwireless.com. (NVTLG)
This release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995, as amended to date. These forward-looking statements involve risks and uncertainties. A number of important factors could cause actual results to differ materially from those in the forward-looking statements contained herein. These factors include risks relating to technological changes, new product introductions, continued acceptance of Novatel Wireless’ products and dependence on intellectual property rights. These factors, as well as other factors that could cause actual results to differ materially, are discussed in more detail in Novatel Wireless’ filings with the United States Securities and Exchange Commission (available at www.sec.gov) and other regulatory agencies.
(C) 2008 Novatel Wireless. All rights reserved. The Novatel Wireless logo, Merlin, Expedite, MobiLink, Ovation and Conversa are trademarks of Novatel Wireless, Inc. Other product or service names mentioned herein are the trademarks of their respective owners.