form8k.htm
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 19, 2009
AngioDynamics,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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000-50761
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11-3146460
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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603
Queensbury Avenue, Queensbury, New
York 12804
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(Address of Principal Executive
Offices)
(Zip
Code)
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(518)
798-1215
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(Registrant’s
telephone number, including area
code)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2 (b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4 (c))
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Item
5.02 – Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain
Officers.
On January 21, 2009, AngioDynamics,
Inc. (the “Company”) announced the appointment of Jan Keltjens, 51, as
President and CEO, effective March 1, 2009. Mr. Keltjens comes to
AngioDynamics after serving as President and CEO of CryoCath Technologies, Inc.
since March 2007. CryoCath, a leader in cryotherapy products for
treating cardiac arrhythmias based in Montreal, Quebec, was acquired by
Medtronic, Inc. in September 2008. Prior to serving as CryoCath’s
CEO, Mr. Keltjens was Worldwide General Manager for Cordis Neurovascular, Inc.,
a Johnson & Johnson company, from 2000 to 2007.
In connection with Mr. Keltjens’
appointment, he entered into an employment arrangement with the Company on
January 19, 2009. Pursuant to the arrangement, Mr. Keltjens will
serve as the Company’s President and CEO, commencing on March 1,
2009. Mr. Keltjens will receive a base salary of $425,000 per year
and be eligible for annual bonuses at a target level of 70% of his gross annual
salary, with a maximum level of 105% of his gross annual
salary. Under the terms of the arrangement, on January 19, 2009, Mr.
Keltjens was granted (i) options to purchase 200,000 shares of the Company’s
common stock and (ii) 90,000 restricted shares of the Company’s common stock,
each pursuant to the Company’s 2004 Stock and Incentive Award
Plan. The options and restricted shares vest in four equal
installments on the first four anniversaries of the grant
date. Vesting is contingent on Mr. Keltjens continued employment on
the vesting date. In addition, under the arrangement, Mr. Keltjens
will receive (i) a stipend for financial planning and tax advice of $10,000 per
year (grossed up for applicable taxes), (ii) an executive car allowance of
$1,250 per month (grossed up for applicable taxes) and (iii) certain relocation
expenses, and will be eligible to participate in the benefit programs generally
available to senior executives of the Company, including health insurance, life
and disability insurance, The Employee Stock Purchase Plan, 401(k) plan and
flexible spending plan.
Mr. Keltjens’ employment may be
terminated by either party at any time. If Mr. Keltjens’ employment
is terminated by the Company other than (A) in connection with a Change in
Control or (B) as a result of Mr. Keltjens’ (i) death, (ii) disability, (iii)
violation of securities laws or regulations, (iv) willful violation of a Company
policy which is likely to cause material damage to the Company and which is not
rectified within 30 days after Mr. Keltjens’ receiving notice thereof, or (v)
conviction of a felony under the laws of the state of New York or the United
States for any act of theft, fraud, embezzlement or dishonesty, the Company will
pay Mr. Keltjens a lump sum payment equal to two times his then-current base
salary plus two times the cash bonus he received for the prior fiscal
year.
In
addition, on January 19, 2009, the Company entered into a change in control
agreement with Mr. Keltjens. Mr. Keltjens’ change in control
agreement has an initial term ending December 31, 2009, and each year will
automatically renew for an additional one year term, provided however, that if a
change in control occurs the term shall expire no earlier than 12 calendar
months after the calendar month in which such change in
control occurs. Mr. Keltjens’
change in control agreement provides, among other things, that if a change in
control occurs (generally, any of the following: (i) a person is or becomes a
beneficial owner of more than 40% of the Company's voting securities (ii) the
composition of a majority of the Company’s board changes (iii) the Company
consummates a merger or consolidation or (iv) the shareholders approve a plan of
liquidation or sale of substantially all of the Company's assets) during the
term of the agreement, and Mr. Keltjens’ employment is terminated either by the
Company or by Mr. Keltjens, other than (a) by the Company for cause, (b) by
reason of death or disability, or (c) by Mr. Keltjens without good reason, he
will receive a severance payment equal to 2.5 times his annual base
salary, 2.5 times the cash bonus he received for the prior fiscal
year, unpaid and prorated annual
bonus amounts and earned but unused vacation
time.
Payment made under Mr. Keltjens’ change
in control agreement is generally made in a lump sum within thirty days
following termination subject to delay if required by Section 409A of the
Internal Revenue Code. If the special excise tax under Section 280G
of the Internal Revenue Code applies, Mr. Keltjens’ change in control agreement
provides that the Company will reduce payments to him in order to avoid
triggering the excise tax, unless he would realize at least $50,000 more after
taxes if the Company were to gross-up the excise tax rather than reduce the
payments to him, in which case the Company will gross-up Mr. Keltjens for the
excise tax.
The foregoing description of each of
Mr. Keltjens’ employment arrangement, change in control agreement, option award
and restricted stock award is qualified in its entirety by the text of such
agreement, a copy of which is attached hereto as Exhibit 10.1. Exhibit 10.2,
Exhibit 10.3 and Exhibit 10.4, respectively.
On January 20, 2009, the Company
entered into an employment agreement with the Company’s current President and
CEO, Eamonn P. Hobbs. Mr. Hobbs employment agreement provides for him
to serve as the Company’s President and CEO until such time as a new President
and CEO begins employment with the Company. At the time that a new
President and CEO begins employment with the Company, Mr. Hobbs will be
appointed to a new position in the Company with the title of Vice
Chair. At such time, Mr. Hobbs will also be appointed Vice Chairman
of the board of directors. Mr. Hobbs’ employment as Vice Chair will
end upon the earlier of October 20, 2009 and the date upon which Mr. Hobbs
accepts full time employment with another employer. Mr. Hobbs’ base
salary remains unchanged, and he remains eligible for annual bonuses, other
incentive compensation and benefits pursuant to the Company’s then current plans
and policies. Pursuant to the Agreement, Mr. Hobbs is entitled to a
signing incentive payment equal to $400,000 and was granted options to purchase
75,000 shares of the Company’s common stock. All 75,000 options
become exercisable on October 31, 2009 and remain exercisable until January 31,
2010. Upon expiration of Mr. Hobbs’ employment agreement, Mr. Hobbs
will be entitled to 8,000 restricted shares of the Company’s common stock and
a payment equal to (A) two times the sum of (i) his then current salary and (ii)
the average of his last two annual cash bonuses, minus (B)
$400,000. If Mr. Hobbs’ employment agreement is terminated prior to
October 20, 2009 other than for cause, he will also be entitled to receive the
unpaid base
salary
and incentive compensation, if any, he would have received had his employment
agreement remained in effect through October 20, 2009. Mr. Hobbs’
right to receive the preceding payment is subject to the determination of the
Chairman of the Board that he satisfactorily assisted in the transition of the
new President and CEO and was not terminated for cause. Mr. Hobbs’
employment agreement contains customary non-compete and non-solicitation
clauses.
Also on January 20, 2009, the Company
entered into a consulting agreement with Mr. Hobbs. The term of Mr.
Hobbs’ consulting agreement begins on the earlier of October 20, 2009 and the
date he accepts full time employment with another employer and ends on October
31, 2012. During the term of Mr. Hobbs’ consulting agreement, he will
be paid an hourly rate of $300 per hour for consulting services performed at the
written request of the Chairman of the Board. During the term of Mr.
Hobbs’ consulting agreement, options to acquire Company common stock held by him
will vest and become exercisable in accordance with the terms of the applicable
grant agreements.
The
foregoing description of each of Mr. Hobbs’ employment agreement, consulting
agreement and option award is qualified in its entirety by the text of such
agreement, a copy of which is attached hereto as Exhibit 10.5, Exhibit 10.6 and
Exhibit 10.7, respectively.
In
addition, on January 20, 2009, Mr. Hobbs agreed to resign from the Company’s
board of directors within 7 days of the board notifying him that it has
determined that his service is no longer in the best interests of the
Company.
Item
7.01 – Regulation FD Disclosure.
On
January 21, 2009, the Company issued a press release announcing the appointment
of Mr. Keltjens as President and CEO. A copy of the press release is
furnished with this Form 8-K and attached hereto as Exhibit 99.1.
The
information set forth in Item 7.01 of this Form 8-K (including Exhibit 99.1)
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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10.1
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Offer
Letter to Jan Keltjens, dated January 19, 2009.
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10.2
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Change
in Control Agreement, dated January 19, 2009, by and between
AngioDynamics, Inc. and Jan Keltjens.
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10.3
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Non-Statutory
Stock Option Agreement, dated January 19, 2009, between AngioDynamics,
Inc. and Jan Keltjens.
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10.4
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Restricted
Stock Agreement, dated January 19, 2009, by and between AngioDynamics,
Inc. and Jan Keltjens.
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10.5
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Employment
Agreement, dated January 20, 2009, between AngioDynamics, Inc. and Eamonn
P. Hobbs.
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10.6
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Consulting
Agreement, dated January 20, 2009, by and between AngioDynamics, Inc. and
Eamonn P. Hobbs.
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10.7
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Non-Statutory
Stock Option Agreement, dated January 20, 2009, between AngioDynamics,
Inc. and Eamonn P. Hobbs.
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99.1
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Press
Release dated January 21, 2009.
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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 hereunto duly
authorized.
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ANGIODYNAMICS,
INC.
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(Registrant)
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Date:
January 23, 2009
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By:
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/s/
D. Joseph Gersuk |
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D.
Joseph Gersuk
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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10.1
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Offer
Letter to Jan Keltjens, dated January 19, 2009.
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10.2
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Change
in Control Agreement, dated January 19, 2009, by and between
AngioDynamics, Inc. and Jan Keltjens.
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10.3
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Non-Statutory
Stock Option Agreement, dated January 19, 2009, between AngioDynamics,
Inc. and Jan Keltjens.
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10.4
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Restricted
Stock Agreement, dated January 19, 2009, by and between AngioDynamics,
Inc. and Jan Keltjens.
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10.5
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Employment
Agreement, dated January 20, 2009, between AngioDynamics, Inc. and Eamonn
P. Hobbs.
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10.6
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Consulting
Agreement, dated January 20, 2009, by and between AngioDynamics, Inc. and
Eamonn P. Hobbs.
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10.7
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Non-Statutory
Stock Option Agreement, dated January 20, 2009, between AngioDynamics,
Inc. and Eamonn P. Hobbs.
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99.1
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Press
Release dated January 21,
2009.
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