================================================================================
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): April 1, 2005
GENTEX CORPORATION
(Exact name of Registrant as specified in its charter)
Michigan 0-10235 38-2030505
(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
600 North Centennial Street, Zeeland, Michigan 49464
(Address of Principal Executive Offices) (Zip Code)
616-772-1800
(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 (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 March 30, 2005, the Compensation Committee of the Board of Directors of
Gentex Corporation (the "Company") approved the acceleration of vesting of
"under-water" stock options held by current employees, including executive
officers. A stock option was considered "under-water" if the option exercise
price was greater than $31.76 per share as of March 29, 2005. In addition to the
approval of the Compensation Committee of the Board of Directors of the Company,
the entire Board of Directors approved the acceleration of vesting of
"under-water" stock options. Such actions were taken in accordance with the
provisions of the Gentex Corporation Qualified Stock Option Plan (As Amended and
Restated Effective February 26, 2004.
After the Company examined a number of alternatives, the decision to accelerate
the vesting of "under-water" stock options was made primarily to avoid
recognizing compensation expense associated with these stock options in future
financial statements upon the adoption of Statement of Financial Accounting
Standards (SFAS) No. 123 (R), "Share-Based Payment". The news release announcing
the acceleration of vesting of "under-water" stock options is attached as
Exhibit 99.1 to this Form 8-K. Approximately 2.3 million shares became
immediately exercisable as a result of the vesting acceleration. Vesting was
accelerated on every unexercised option that was granted to any Gentex employee
(including executive officers) that had an exercise price above the March 29,
2005, closing price of $31.76.
ITEM 7.01 REGULATION FD DISCLOSURE.
On April 1, 2005, the Company issued a news release announcing a 2-for-1
stock split effected in the form of a 100 percent common stock dividend to be
issued on May 6, 2005, to shareholders of record on April 22, 2005. Each
shareholder of record will receive an additional share of common stock of the
Company for each share held as of the record date. The news release announcing
the 2-for-1 stock split effected in the form of a 100 percent common stock
dividend is attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 News Release dated April 1, 2005.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GENTEX CORPORATION
Dated: April 1, 2005 By /s/ Enoch Jen
------------------------
Enoch Jen
Vice President - Finance
3
EXHIBIT INDEX
99.1 News Release Dated April 1, 2005
4