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 25, 2005
Microsoft Corporation
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction of Incorporation)
| 0-14278 | 91-1144442 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| One Microsoft Way, Redmond, Washington | 98052-6399 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(425) 882-8080
(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):
| ¨ | 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.
(c) On April 25, 2005, Microsoft Corporation (“Microsoft”) issued a press release to announce that Christopher P. Liddell, age 47, is joining Microsoft as Senior Vice President, Chief Financial Officer, effective May 9, 2005. Mr. Liddell served as Senior Vice President and Chief Financial Officer of International Paper Company since March 2003, and prior to becoming Chief Financial Officer, he held the positions of vice president-finance and controller. Mr. Liddell has held leadership positions in International Paper and its New Zealand affiliate Carter Holt Harvey for the past ten years. Mr. Liddell served as Chief Executive Officer of Carter Holt Harvey Limited from 1999 to 2002 and Chief Financial Officer from 1995 to 1998.
Mr. Liddell’s employment will be at-will. He will receive a salary of $500,000 per year and a signing bonus of $300,000. He will be eligible for an annual bonus ranging from 0% to 100% of eligible salary.
Mr. Liddell will receive a stock award for 50,000 shares of Microsoft. In addition, Mr. Liddell will participate in Microsoft’s Shared Performance Stock Award (“SPSA”) Program, with a target SPSA award of 146,667 shares of Microsoft common stock.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release of Microsoft Corporation dated April 25, 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.
| MICROSOFT CORPORATION | ||||
| (Registrant) | ||||
| Date: April 25, 2005 | /s/ Bradford L. Smith | |||
| Bradford L. Smith Senior Vice President, General Counsel and Secretary | ||||
3
INDEX TO EXHIBITS
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release dated April 25, 2005 |
4
Exhibit 99.1
For Immediate Release
April 25, 2005
Microsoft Names Chris Liddell as New Chief Financial Officer
New CFO brings strengths in leadership, international excellence and corporate finance.
REDMOND, Wash. — April 25, 2005 — Microsoft Corp. today announced that Chris Liddell is joining the company as chief financial officer beginning May 9. Liddell brings with him a unique set of experiences, having most recently served as the chief financial officer at International Paper, a Fortune 100 company. Prior to that, Liddell served as chief executive officer of one of New Zealand’s largest companies, Carter Holt Harvey.
“Chris brings great talent and skills both in finance and in business leadership,” said Steve Ballmer, chief executive officer at Microsoft. “Having been both CEO and CFO of international companies gives him the ability to contribute broadly to our finance, operations and business strategy.”
As CFO, Liddell will be responsible for leading an organization that is well respected and known for its strong governance, transparency and focus on results. He will lead the worldwide finance organization and will have responsibility for accounting and reporting, strategic planning and analysis, treasury, tax, audit, and investor relations.
“The tremendous level of optimism, energy and passion for excellence at Microsoft was a major factor behind why I am delighted to take on this opportunity,” Liddell said. “Given Microsoft’s track record of innovation, outstanding people and proven ability to create value, the opportunities that lie ahead are nearly limitless.”
Most recently, Liddell was chief financial officer at International Paper, the world’s largest forest products company, and was responsible for strategic planning, accounting, tax, treasury, risk management, pension plan and internal audit. During his tenure, Liddell was credited with building a world-class finance function that redesigned and substantially improved the company’s business resource allocation and internal control processes; was actively involved in the company’s cost-reduction initiatives; and drove and managed business strategy, including several important M&A transactions. Prior to serving as chief financial officer at International Paper, Liddell was chief executive officer of Carter Holt Harvey, New Zealand’s second-largest listed company. While there Liddell led the
implementation of a major three-year performance project and oversaw a significant portfolio restructuring and organization redesign, including over $2 billion of divestments and acquisitions. Before his role with Carter Holt Harvey, Liddell was a managing director and joint chief executive officer for CS First Boston NZ Ltd. Liddell holds an engineering degree from the University of Auckland and a master of philosophy degree from Oxford University in England.
Founded in 1975, Microsoft (Nasdaq “MSFT”) is the worldwide leader in software, services and solutions that help people and businesses realize their full potential.
#########
Microsoft is a registered trademark of Microsoft Corp. in the United States and/or other countries.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners.
For more information, press only:
Rapid Response Team, Waggener Edstrom, (503) 443-7070, rrt@wagged.com
For more information, financial analysts only:
Curt Anderson, Microsoft Investor Relations, (425) 706-3703
Note to editors: If you are interested in viewing additional information on Microsoft, please visit the Microsoft® Web page at http://www.microsoft.com/presspass on Microsoft’s corporate information pages. Web links, telephone numbers and titles were correct at time of publication, but may since have changed. For additional assistance, journalists and analysts may contact Microsoft’s Rapid Response Team or other appropriate contacts listed at http://www.microsoft.com/presspass/contactpr.asp.