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): January 3, 2005 WESTELL TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-27266 36-3154957 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 750 North Commons Drive, Aurora, Illinois 60504 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 898-2500 N/A (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 January 3, 2005, the Compensation Committee of the Board of Directors of Westell Technologies, Inc. (the "Company") approved the grant of restricted stock awards under the Westell Technologies, Inc. 2004 Stock Incentive Plan to the listed individuals and for the amounts set forth in the following table: NAME AMOUNT OF CLASS A COMMON STOCK AWARDED --------- -------------------------------------- Nicholas C. Hindman, Sr. 70,000 Chief Financial Officer and Senior Vice President of the Company John C. Clark 50,000 Senior Vice President of Operations of the Company William Noll 20,000 Senior Vice President and Chief Technology Officer of the Company For Mr. Hindman and Mr. Clark, the restricted stock awards will vest in full on June 1, 2008 subject to continued employment with the Company on that date. In the case of Mr. Noll, the restricted stock award will vest on March 31, 2007, subject to Mr. Noll's continued services to the Company on that date. Each restricted stock award is subject to partial vesting in the event of death, disability or involuntary termination other than for cause, as defined in the restricted stock award, based upon the number of months worked prior to the vesting date of the stock award. A form of restricted stock award is attached hereto as Exhibit 10.26. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. -------- 10.26 Form of Restricted Stock Award. 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. WESTELL TECHNOLOGIES, INC. Date January 6, 2005 /s/ E. Van Cullens --------------------------------------------- Title: Chief Executive Officer and President