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 4, 2005

 

WIRELESS FACILITIES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-27231

 

13-3818604

(State or Other Jurisdiction of
Incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification Number)

 

4810 Eastgate Mall
San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

 

(858) 228-2000

(Registrant’s telephone number, including area code)

 

 

(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):

 

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On April 4, 2005, the board of directors of Wireless Facilities, Inc. (the “Company”) appointed Andrew M. Leitch as a new director, to serve until his successor is duly elected and qualified or until his earlier resignation or removal.  This appointment by the Company’s board of directors was based on the recommendation of its nominating committee.  Mr. Leitch was recommended to the nominating committee by members of the Company’s board of directors, and has been determined by the Company’s board of directors to be independent, as independence is currently defined in Rule 4200(a)(15) of the Nasdaq listing standards.  Mr. Leitch was also appointed to the audit committee and nominating committee.

 

In connection with his appointment, the Company granted to Mr. Leitch an option to purchase 20,000 shares of common stock of the Company at an exercise price of $6.28 per share under the Company’s 1999 Equity Incentive Plan. Twenty-five percent of the total number of shares subject to the option will vest on the first anniversary of the date of grant and 1/48 of the total number of shares subject to the option shall vest on each monthly anniversary of the date of grant thereafter, subject to Mr. Leitch’s continued service for the Company.

 

The Company issued a press release on April 7, 2005 announcing Mr. Leitch’s appointment to the board of directors, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

 (c) Exhibits.

 

99.1         Press Release of Wireless Facilities, Inc., dated April 7, 2005.

 

2



 

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 hereunto duly authorized.

 

 

WIRELESS FACILITIES, INC.

 

 

Date: April 7, 2005

/s/ James R. Edwards

 

 

James R. Edwards

 

Sr. Vice President

 

General Counsel and Secretary

 

3



 

EXHIBIT INDEX

 

Exhibit Number

 

Description

99.1

 

Press Release of Wireless Facilities, Inc., dated April 7, 2005.

 

4


Exhibit 99.1

 

 

Media Contact:
Michael Baehr
Director of Communications
Wireless Facilities, Inc.
858.228.2799 Direct
michael.baehr@wfinet.com

 

Investor Contact:
Rochelle Bold
Senior VP of Corporate
Development & Investor Relations
Wireless Facilities, Inc.
858.228.2649 Direct
rochelle.bold@wfinet.com

 

FOR IMMEDIATE RELEASE

 

WFI NAMES ANDREW LEITCH TO ITS BOARD OF DIRECTORS

Financial Industry Veteran Also Appointed to WFI’s Audit Committee

 

SAN DIEGO, CA, April 7, 2005- Wireless Facilities, Inc. (WFI) (NASDAQ: WFII), a global leader in the design, deployment, and management of wireless communication networks, technology networks and security systems, announced today that the Company has named Andrew Leitch to its Board of Directors.  Mr. Leitch’s appointment was made by WFI’s Board of Directors on April 4, 2005, and he was also appointed to serve on the Board’s Audit Committee.

 

Andrew M. Leitch is a financial industry veteran, having served in various senior-level capacities for the accounting firm of Deloitte & Touche.  Mr. Leitch retired in March 2000 from Deloitte where he was a partner since 1978.  From 1983 to 1986 he was the managing partner of the Singapore office, and from 1988 to 1990 he was the managing partner of the Hong Kong office.  In 1985, Mr. Leitch was a founder of Deloitte’s Asia Board of Partners and served as Chairman until 1990.  From 1990 through 2000, Mr. Leitch held various executive positions within Deloitte’s Asia operations, retiring as Vice Chairman, Management Committee, Hong Kong.  Mr. Leitch currently serves on the board of directors and as Audit Committee Chairman of Blackbaud, Inc. and Aldila, Inc., and is also a board member of two private companies within the Kerry Packer Group as well as Citicorp Everbright China Fund Limited.  Mr. Leitch is a Certified Public Accountant.

 

“We are pleased and fortunate to have a financial industry executive of this caliber join our board of directors,” said Eric DeMarco, President and CEO of WFI.  “Andrew’s financial expertise, global business perspective, and industry insights are critical to WFI as we continue to execute on our business strategy as a leading global player.”

 

About Wireless Facilities

 

Headquartered in San Diego, CA, Wireless Facilities, Inc. is an independent provider of systems engineering, network services and technical outsourcing for the world’s largest wireless carriers, enterprise customers and for government agencies.  The company provides the design, deployment, integration, and the overall management

 

1



 

of wired and wireless networks which deliver voice and data communication, and which support advanced security systems.  WFI has performed work in over 100 countries since its founding in 1994. News and information are available at www.wfinet.com. (code: WFI-mb)

 

2