HTWR Heartware International, Inc. (MM)

 

 

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): March 10, 2016

 

 

HEARTWARE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-34256		26-3636023
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

500 Old Connecticut Path

Framingham, MA 01701

(Address of principal executive offices)

Registrant’s telephone number, including area code: 508.739.0950

 

 

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:

 

¨	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))

 

 

 

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Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On March 10, 2016, the Board of Directors (the “Board”) of HeartWare International, Inc. (“HeartWare” or the “Company”) expanded the number of directors on the Board from nine to ten and appointed Chadwick M. Cornell as a director of the Company. A copy of the press release announcing Mr. Cornell’s appointment is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Chadwick M. Cornell, age 43, is a Managing Director at Goldner Hawn Johnson & Morrison, Inc., a middle-market private equity firm, which he joined in 2013 following his tenure as Vice President of Corporate Development at Medtronic, Inc. (“Medtronic”). While at Medtronic, Mr. Cornell supported the transaction activity of various Medtronic businesses and initiatives, and led the corporate development group during his last five years at Medtronic. As Vice President of Corporate Development, he was responsible for global acquisition, divestiture, venture investment and strategic transaction activity. Earlier in his tenure with Medtronic, Mr. Cornell led transaction activity related to interventional cardiology and cardiac surgery, as well as musculoskeletal and international business development. Prior to joining Medtronic, Mr. Cornell was a corporate lawyer at Sidley Austin, LLP in Chicago, concentrating on mergers and acquisitions and securities offerings. Mr. Cornell earned a bachelor’s degree in accounting from Marquette University and holds a Juris Doctorate from the University of Pennsylvania Law School. He is a Chartered Financial Analyst and Certified Public Accountant.

Mr. Cornell was jointly selected as an independent director to the Board by HeartWare and Engaged Capital, LLC (“Engaged”) pursuant to the Cooperation Agreement that was announced in January 2016 (the “Cooperation Agreement”). The Cooperation Agreement, dated January 28, 2016, by and among HeartWare, Engaged and certain affiliates of Engaged, was filed with the Securities and Exchange Commission on January 28, 2016 as Exhibit 10.1 to the Company’s Current Report on Form 8-K.

HeartWare non-executive directors receive a retainer in the amount of $60,000 per annum plus incremental annual retainers for service on Board committees. At a minimum, Mr. Cornell will serve on the Company’s Business Strategy Committee formed pursuant to the terms of the Cooperation Agreement. The annual retainer amount for serving on the Business Strategy Committee has not yet been determined. In addition, non-executive directors are granted 1,000 Restricted Stock Units upon appointment plus 1,000 Restricted Stock Units and 1,000 Options to purchase HeartWare shares, annually. Mr. Cornell has not been a participant in any transaction with the Company since January 1, 2015.

A copy of the Letter of Appointment from HeartWare to Mr. Cornell is attached hereto as Exhibit 10.1.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.		Description
10.1		Letter of Appointment as a Director of the Company, dated March 11, 2016, by HeartWare to Chadwick M. Cornell.
99.1		Press Release Announcing the Appointment of Chadwick M. Cornell as a Director of the Company dated March 14, 2016.

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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.

 

				HeartWare International, Inc.
Date: March 15, 2016				By:		/s/ Lawrence J. Knopf
						Name: Lawrence J. Knopf
						Title: Senior Vice President, General Counsel and Secretary

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INDEX TO EXHIBITS

 

Exhibit No.		Description
10.1		Letter of Appointment as a Director of the Company, dated March 11, 2016, by HeartWare to Chadwick M. Cornell.
99.1		Press Release Announcing the Appointment of Chadwick M. Cornell as a Director of the Company dated March 14, 2016.

Exhibit 10.1

 

March 11, 2016

Chadwick M. Cornell

11712 Mount Curve Road

Eden Prairie, MN 55347

Dear Chad:

On behalf of HeartWare International, Inc., I am pleased to advise you that the Nominating and Governance Committee has recommended to the Board of Directors your appointment as a Director of HeartWare.

The Board discussed your appointment at its March meeting. Following the March meeting, and pending your acceptance of this offer, the Board voted unanimously by written consent to expand the number of Board members and to appoint you to fill the vacancy created by that action. Accordingly, pending your acceptance, you are invited to attend the next Board meeting scheduled to be held on June 2, 2016.

HeartWare non-executive Directors receive a retainer in the amount of $60,000 per annum plus incremental annual retainers for service on Board Committees. In addition, non-executive Directors are granted 1,000 Restricted Stock Units upon appointment plus 1,000 Restricted Stock Units and 1,000 Options to purchase HeartWare shares annually.

We plan to disclose your appointment in a press release and a Current Report on Form 8K upon your acceptance. Prior to the June meeting, we will request information from you in connection with our required filings with the SEC and NASDAQ. We will also provide you with a copy of our Insider Trading Policy and similar materials. Attached for your information is a schedule of the 2016 Board and Committee meeting dates. The live meeting dates contemplate Committee meetings the afternoon before the date indicated followed by a Board dinner.

Please do not hesitate to contact me with any questions or concerns you might have.

With highest regards,

/s/ Douglas Godshall

Douglas Godshall

Chief Executive Officer

 

 

500 Old Connecticut Path, Framingham, MA 01701 USA		T 508.739.0950		F 508.739.0948		www.heartware.com

Exhibit 99.1

 

HEARTWARE APPOINTS CHADWICK M. CORNELL TO BOARD OF DIRECTORS

Framingham, Mass., March 14, 2016 – HeartWare International, Inc. (NASDAQ: HTWR), a leading innovator of less-invasive, miniaturized circulatory support technologies that are revolutionizing the treatment of advanced heart failure, today announced the appointment of Chadwick M. Cornell to its Board of Directors. Mr. Cornell is a Managing Director at Goldner Hawn Johnson & Morrison, Inc., a middle-market private equity firm, which he joined in 2013 following his tenure as Vice President of Corporate Development at Medtronic, Inc.

“Chad joins our Board at an important time as we move forward to take advantage of the significant opportunities within our ventricular assist device portfolio and establish a strong foundation for growth,” said Doug Godshall, President and Chief Executive Officer of HeartWare. “We expect that Chad’s collective experience will provide a relevant and insightful perspective to our Board of Directors, and we are looking forward to his contributions to take the company to the next level.”

While at Medtronic, Mr. Cornell supported the transaction activity of various Medtronic businesses and initiatives, and he led the corporate development group during his last five years at the company. As Vice President of Corporate Development, he was responsible for global acquisition, divestiture, venture investment and strategic transaction activity. Earlier in his tenure with Medtronic, Mr. Cornell led transaction activity related to interventional cardiology and cardiac surgery, as well as musculoskeletal and international business development. Prior to joining Medtronic, Mr. Cornell was a corporate lawyer at Sidley Austin, LLP in Chicago, concentrating on mergers and acquisitions and securities offerings.

Mr. Cornell earned a bachelor’s degree in accounting from Marquette University and holds a Juris Doctorate from the University of Pennsylvania Law School. He is a Chartered Financial Analyst and Certified Public Accountant.

“I am eager to be joining HeartWare’s Board at this time in the company’s evolution,” said Mr. Cornell. “As one of two prominent companies developing and commercializing left ventricular assist devices for this very sick segment of the population around the world, HeartWare has a tremendous opportunity to establish a new level of leadership through its ongoing innovation with the HVAD^® System and the significant potential for market expansion represented by its pipeline of next-generation assets. I am looking forward to collaborating with the Board of Directors and executive leadership to help propel HeartWare to its next stage of growth.”

Mr. Cornell was jointly selected as an independent director to HeartWare’s Board of Directors by HeartWare and Engaged Capital, LLC as part of a Cooperation Agreement between the two companies that was announced in January 2016. Mr. Cornell’s appointment expands HeartWare’s Board of Directors to ten directors.

About HeartWare International

HeartWare International develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients suffering from advanced heart failure. The HeartWare^® Ventricular Assist System features the HVAD^® pump, a small full-support circulatory assist device designed to be implanted next to the heart, avoiding the abdominal surgery generally required to implant competing devices. The HeartWare System is approved in the United States for the intended use as a bridge to cardiac transplantation in patients who are at risk of death from refractory end-stage left

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ventricular heart failure, has received CE Marking in the European Union and has been used to treat patients in 47 countries. The device is also currently the subject of a U.S. clinical trial for destination therapy. For additional information, please visit www.heartware.com.

HeartWare International, Inc. is a member of the Russell 2000^®, and its securities are publicly traded on The NASDAQ Stock Market.

Forward-Looking Statements

This announcement contains forward-looking statements that are based on management’s beliefs, assumptions and expectations and on information currently available to management. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future are forward-looking statements, including without limitation opportunities within our ventricular assist portfolio, foundation for growth and market expansion, and innovation with the HVAD System. Management believes that these forward-looking statements are reasonable as and when made. However, you should not place undue reliance on forward-looking statements because they speak only as of the date when made. HeartWare does not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by federal securities laws and the rules and regulations of the Securities and Exchange Commission. HeartWare may not actually achieve the plans, projections or expectations disclosed in forward-looking statements, and actual results, developments or events could differ materially from those disclosed in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including without limitation those described in Part I, Item 1A. “Risk Factors” in HeartWare’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. HeartWare may update risk factors from time to time in Part II, Item 1A. “Risk Factors” in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, or other filings with the Securities and Exchange Commission.

HEARTWARE, HVAD, MVAD, PAL, SYNERGY, CIRCULITE and HeartWare logos are trademarks of HeartWare, Inc. or its affiliates.

For additional information:

Christopher Taylor

HeartWare International, Inc.

Email: ctaylor@heartware.com

Phone: +1 508 739 0864

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