Current Report Filing (8-k)
July 25 2017 - 3:29PM
Edgar (US Regulatory)
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): July 20, 2017
Analogic Corporation
(Exact name of registrant as specified in its charter)
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Massachusetts
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0-6715
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04-2454372
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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8 Centennial Drive, Peabody,
Massachusetts
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01960
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(Address of principal executive offices)
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Zip Code)
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Registrants telephone number, including area code: 978-326-4000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02(e)
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On July 20, 2017, the Company and Mark Frost entered into a Separation and Release of Claims Agreement (the
Separation Agreement
) in
connection with the replacement of Mr. Frost as the Companys Senior Vice President, Chief Financial Officer and Treasurer as of July 13, 2017. The full text of the Separation Agreement, plus all exhibits and attachments thereto is
attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The following description of the Separation Agreement is qualified in its entirety by reference to the Separation Agreement.
Under the Separation Agreement, Mr. Frosts employment with the Company will terminate as of September 11, 2017 (the
Separation
Date
). Provided that Mr. Frost has not revoked the Separation Agreement, the Company will provide Mr. Frost with separation pay and benefits (
Separation Pay and Benefits
) as follows: (i) beginning on the
first regular payroll date following sixtieth (60
th
) day after the Separation Date, separation pay in an amount equal to Mr. Frosts most recent annual base salary for a period of
twelve (12) months, such payment to be made in approximately equal installments according to the Companys then-current payroll practices; (ii) continued payment of the Companys then-current share of premium payments for
Mr. Frosts group health and dental insurance for a period of 12-months from the Separation Date; (iii) payment of an amount equal to Mr. Frosts actual bonus as calculated according to the Companys FY17 Annual
Incentive Program, payable at such time and in the manner provided in such program; and (iv) outplacement assistance pursuant to a Company approved provider and program.
The Separation Agreement also provides that any vesting of outstanding equity awards to which Mr. Frost may be entitled will be determined in accordance
with the applicable award agreement.
Mr. Frosts receipt of Separation Pay and Benefits is conditioned on Mr. Frost providing a release of
all claims in favor of the Company, reaffirming such release as of the Separation Date, agreeing not to solicit employees or customers of the Company for a period of one year following the Separation Date, and reaffirming a proprietary information
and inventions agreement.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit No.
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Description
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10.1
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Separation and Release of Claims Agreement between Mr. Frost and the Company dated July 20, 2017
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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.
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Analogic Corporation
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July 25, 2017
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By:
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/s/ John J. Fry
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Name: John J. Fry
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Title: Senior Vice President, General Counsel and Secretary
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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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Separation and Release of Claims Agreement between Mr. Frost and the Company dated July 20, 2017
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