Air Methods Corp - Current report filing (8-K)
February 27 2008 - 10:31AM
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)
February 21,
2008
AIR
METHODS
CORPORATION
(Exact
name of Registrant as Specified in Its Charter)
Commission
file number
0-16079
Delaware
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84-0915893
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification Number)
|
|
|
|
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7301 South Peoria,
Englewood, Colorado
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80112
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code
(303)
792-7400
Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report: N/A
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:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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
1.01.
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Entry
into a Material Definitive
Agreement
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Please
see description below in Item 5.02 regarding the employment agreement,
incorporated into this Item by reference.
ITEM
5.02.
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Departure
of Directors or Principal Officers; Appointment of Principal
Officers
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On
February 21, 2008, Air Methods Corporation (the “Company”) announced that,
effective March 31, 2008, Paul Tate will resign his position as a member of the
board of directors of the Company and will assume the role of Chief Operating
Officer for the Company. No disagreement exists between Mr. Tate and the Company
on any matter relating to the Company’s operations, policies, or practices. Mr.
Tate, age 56, has served as a director of the Company since August 2003. He has
served as the Executive Vice President and Chief Financial Officer of Frontier
Airlines, Inc. since October 2001, but has resigned effective March 21,
2008. Mr. Tate holds a Masters of Business Administration degree and an
undergraduate degree in Economics
from Northwestern
University and has over 20 years of aviation experience in both financial and
operational roles.
On
February 22, 2008, the Company and Mr. Tate entered into an employment agreement
(the “Agreement”) for an initial term of one year starting on March 31, 2008,
which is subject to successive one-year extensions. Under the terms
of the Agreement, Mr. Tate will receive an annual base salary of $295,000 and be
eligible to receive an annual bonus. Mr. Tate is entitled to participate in the
Company’s 2006 Equity Compensation Plan (the “Plan”) and is also entitled to
participate in benefit plans comparable to that available to other executive
officers of the Company. The Agreement may be terminated either by the Company
or by Mr. Tate upon 90 days’ written notice, or immediately by the Company for
cause. In the event the Agreement is terminated without cause, Mr. Tate is
entitled to severance payments for twelve months following termination at an
annual rate equal to his highest cash compensation during any twelve-month
period of his employment. In the event of termination resulting from a
change in control of the Company, Mr. Tate is entitled to severance payments for
24 months following termination at an annual rate equal to his highest cash
compensation during any twelve-month period of his employment. During the
term of employment and for twelve months following the termination of
employment, Mr. Tate may not engage in any business which competes
with the Company anywhere in the United States.
The
Agreement provides for the grant of 25,000 options to Mr. Tate, as
of March 31, 2008, pursuant to the Plan; one third (1/3) of the
options will vest and become exercisable on each of March 31, 2009, March 31,
2010, and March 31, 2011. The options will be exercisable at a price of the fair
market value of the common stock on March 31, 2008. In addition, Mr. Tate will
receive 3,500 shares of restricted stock, scheduled to vest annually in one
third (1/3) increments beginning on March 31, 2009.
The
foregoing is a summary of the material terms of the Agreement and is by its
nature incomplete. For further information regarding the terms and conditions of
the Agreement, please refer to the Agreement which is attached as Exhibit 10.1
hereto and is incorporated by reference herein.
ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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(d) The
following exhibit is filed as part of this report:
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Employment
Agreement between the Company and Paul Tate, dated February 22,
2008.
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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 thereunto duly
authorized.
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AIR
METHODS CORPORATION
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Date: February
27, 2008
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By
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s Trent Carman
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On
behalf of the Company, and as Chief Financial
Officer
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