UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 12, 2004
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BRIGHTPOINT, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Indiana
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(State or Other Jurisdiction of Incorporation)
0-23494 35-1778566
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(Commission File Number) (IRS Employer Identification No.)
501 Airtech Parkway, Plainfield, Indiana 46168
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(Address of Principal Executive Offices) (Zip Code)
(317) 707-2355
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(Registrant's Telephone Number, Including Area Code)
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(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 (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))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 12, 2004, Brightpoint, Inc., an Indiana Corporation ("Registrant")
entered into an indemnification agreement (the "Indemnification Agreement") and
a Restricted Stock Unit Award Agreement ("RSU Agreement") with Lisa M. Kelley.
Pursuant to the Indemnification Agreement, Registrant agrees to indemnify Ms.
Kelley against certain liabilities that may arise by reason of her status or
service as Registrant's Senior Vice President, Corporate Controller and Chief
Accounting Officer and to advance her expenses incurred as a result of a
proceeding as to which she may be indemnified. The Indemnification Agreement is
substantially similar to Registrant's indemnification agreements with its
directors and other officers and is intended to provide indemnification rights
to the fullest extent permitted under the Business Corporation Law of the State
of Indiana and is in addition to any other rights Ms. Kelley may have under the
Registrant's Restated Articles of Incorporation, Bylaws and other applicable
law. A copy of the Indemnification Agreement is annexed as Exhibit 10.1.
The RSU Agreement relates to the August 13, 2004 grant of 12,000 restricted
stock units ("Units") to Ms. Kelley pursuant to Registrant's 2004 Long-Term
Incentive Plan (the "Plan"). The RSU Agreement provides that the Units are
subject to the terms of the Plan and vest as to one-third of the Units in each
of the next three years, subject to termination or acceleration upon termination
of employment, retirement, disability or death. The RSU Agreement states that
Ms. Kelley has no rights as a shareholder with respect to the Units until the
Units vest and the certificates representing common shares of the Registrant are
delivered upon vesting. A copy of the RSU Agreement is annexed as Exhibit 10.2.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
10.1 Indemnification Agreement dated October 12, 2004 between
Brightpoint, Inc. and Lisa M. Kelley.
10.2 Restricted Stock Unit Award Agreement executed on October 12,
2004 between Brightpoint, Inc. and Lisa M. Kelley.
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.
BRIGHTPOINT, Inc.
(Registrant)
By:/s/ Steven E. Fivel
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Steven E. Fivel
Executive Vice President and
General Counsel
Date: October 14, 2004
INDEX TO EXHIBITS
Exhibit Description
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10.1 Indemnification Agreement dated October 12, 2004
between Brightpoint, Inc. and Lisa M. Kelley.
10.2 Restricted Stock Unit Award Agreement executed on
October 12, 2004 between Brightpoint, Inc. and Lisa
M. Kelley.