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): April
26, 2006
RACKABLE
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-51333
|
32-0047154
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
1933
Milmont Drive
Milpitas,
CA 95035
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (408)
240-8300
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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF PRINCIPAL OFFICERS.
On
April
26, 2006, Rackable Systems’ Board of Directors appointed Todd Ford to President
and Madhu Ranganathan to Chief Financial Officer and Principal Finance and
Accounting Officer. Mr.
Ford
will continue to report to Tom Barton Rackable Systems’ Chief Executive
Officer.
Mr.
Ford,
age 39, joined Rackable Systems in December 2002 as Chief Financial Officer
and
he became Executive Vice President of Operations in December 2003. From June
2002 to December 2002, Mr. Ford provided consulting services to Rackable
Systems as a consultant at Callero Partners. From June 2000 to March 2002,
Mr. Ford served as Chief Financial Officer at Noosh, Inc. a print
management software company.
Mr.
Ford
shall receive an annual base salary of $260,500 and will be eligible to receive
an annual bonus of up to $100,000 based upon the achievement of specific
performance targets.
Immediately
prior to Rackable Systems initial public offering in June 2005, Rackable
Investments LLC, then Rackable Systems’ largest stockholder, converted all of
the shares of then outstanding Series A preferred stock and distributed the
resulting shares to its members. Each share of Series A preferred stock
converted into one share of Series B preferred stock, which at the closing
of
our initial public offering was redeemed for approximately $1.25 in cash, and
approximately 0.467 shares of common stock. Mr. Ford, was a member of
Rackable Investment LLC and owned units in Rackable Investment LLC representing
283,333 shares of our Series A preferred stock.
Ms.
Ranganathan, age 41, joined Rackable Systems in December 2005 as Vice President
of Finance. From August 2002 to November 2005, Ms. Ranganathan served as the
Vice President and Corporate Controller at Redback Networks a publicly traded
company providing telecommunication networking equipment. From January 2000
to
August 2002, Ms Ranganathan served as Vice President of Finance at Jamcracker,
Inc. an application services provider.
Ms.
Ranganathan shall receive an annual base salary of $200,000 and will be eligible
to receive quarterly bonuses of up to $20,000 based upon the achievement of
specific performance targets.
ITEM 9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits.
The
following exhibit is filed herewith:
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Exhibit
Number
|
|
Description
|
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99.1
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Press
release issued by Rackable Systems, Inc., dated April 26, 2006, announcing
the promotion of Todd Ford and Madhu
Ranganathan
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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, thereunto
duly authorized.
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|
|
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Rackable Systems,
Inc. |
|
|
|
| Dated:
April 28, 2006 |
By: |
/s/
William P. Garvey |
| |
William
P. Garvey |
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General
Counsel and Vice President, Corporate Development
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EXHIBITS
INDEX
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Exhibit
Number
|
|
Description
|
|
99.1
|
|
Press
release issued by Rackable Systems, Inc., dated April 26, 2006, announcing
the promotion of Todd Ford and Madhu
Ranganathan
|