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)
August 31, 2011
 
 
BigBand Networks, Inc.
(Exact name of registrant as specified in its charter)

 
Delaware
001-33355
04-3444278
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 
475 Broadway Street
Redwood City, California 94063
(Address of principal executive offices) (Zip code)
 
 
(650) 995-5000
Registrant’s telephone number, including area code

 
Not Applicable
(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:
 
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))
 
 
 
 
 
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 31, 2011, the Compensation Committee reviewed and approved the performance of the Company ’ s executive officers, including its named executive officers who participate in the ICP, against pre-determined goals for the six months ending June 30, 2011 under the Company’s Incentive Compensation Plan (“ICP”). Under the ICP, target bonuses are expressed as a percentage of the executive’s base salary. Final payouts on the bonus amount were determined by multiplying (x) the semi-annual bonus target (50% of the annual bonus target amount each half) by (y) the percentage achievement of pre-determined group goals plus the percentage achievement of pre-determined individual goals. For the first half of 2011, all ICP payments were made in the form of restricted stock units on the following formula: the number of restriced stock units equal to (i) first half bonus achievement divided by (ii) $2.70.
 
A description of the performance criteria, the potential fiscal year awards and the satisfaction of performance criteria and associated awards for the first half of the fiscal year for the Company’s named executive officers who participate in the ICP is attached hereto as Exhibit 10.1.
 
Item 9.01.
Financial Statements and Exhibits.
 
 
(d)
Exhibits

Exhibit
 
Description
     
 
Description of First Half 2011 Incentive Compensation Plan Goals and Awards for the Named Executive Officers

 
 
 

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.

 
BIGBAND NETWORKS, INC.
     
 
By:
/s/ Robert Horton
   
Robert Horton
   
Senior Vice President & General Counsel
 
Dated: September 6, 2011
 
 
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