Cardionet Inc - Current report filing (8-K)
July 11 2008 - 5:20PM
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 7, 2008
CardioNet, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
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001-33993
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33-0604557
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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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227
Washington Street #300
Conshohocken, Pennsylvania
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19428
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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:
(610) 729-7000
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):
o
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
July 7, 2008, the Board of
Directors (the Board) of CardioNet, Inc. (the Company) appointed Randy
H. Thurman to serve as a director of the Company in Class II of the Board,
filling the current vacancy on the Board.
Also on July 7, 2008, the Company entered into a letter agreement
(the Letter Agreement) with Mr. Thurman pursuant to which Mr. Thurman
will serve as Executive Chairman of the Board, replacing James M. Sweeney in
that role, effective July 7, 2008. Mr. Sweeney will remain a director
of the Company following the termination of his employment, and expects to
transition from the Board in 2008. A copy of the press release announcing the
events described above is attached herewith as Exhibit 99.1.
Mr. Thurman,
age 58, served from 2001 through 2007 as Chairman, CEO and President of VIASYS
Healthcare Inc., a global medical technology company that was acquired in June 2007
for $1.5 billion by Cardinal Health.
Prior to his tenure at VIASYS, Mr. Thurman was Chairman of the
Board of Directors and CEO of Corning Life Sciences, a diversified medical
technology company with a focus in contract pharmaceutical research, contract
biologic manufacturing and clinical diagnostic testing. Earlier in his career, Mr. Thurman was
President and CEO of Rhone-Poulenc Rorer Pharmaceuticals Inc., a global
research-based pharmaceutical company.
Under
the Letter Agreement, Mr. Thurman will be paid a fee for his services as a
director in the amount of $250,000 per year, payable monthly, and reimbursed
for reasonable out-of-pocket expenses incurred by him in connection with his
service as a director.
In
connection with the Letter Agreement, on July 7, 2008, the Board granted
to Mr. Thurman an option (the Option) to purchase 185,000 shares of the
Companys common stock
under
the Companys 2008 Equity Incentive Plan (the Option Plan) at an exercise
price per share equal to $28.16. The Option will vest and become exercisable
over a four-year period, with 25% of the shares subject to the Option vesting
on the first anniversary of his service to the Company and the balance vesting
in equal monthly increments thereafter, subject in each case to Mr. Thurmans
continued service to the Company. Under
the terms of the Option Plan, in the event of a Change in Control of the
Company (as defined in the Option Plan), the Option will vest and become
immediately exercisable as to all of the otherwise unvested shares underlying
the Option.
In
addition to the Option, Mr. Thurman will be eligible for and will receive
the automatic stock option awards provided to all of the Companys non-employee
directors under the Companys 2008 Non-Employee Directors Stock Option Plan
(the Director Plan). Specifically, on July 7,
2008, Mr. Thurman received an automatic grant of an option to purchase
15,000 shares of the Companys common stock at an exercise price per share
equal to $28.16 as an Initial Grant (as defined in the Director Plan), and Mr. Thurman
will automatically be granted an annual option to purchase up to 5,000 shares
of the Companys common stock on the date of each annual stockholders meeting of
the Company so long as he remains a non-employee director, as set forth in the
Director Plan. Mr. Thurmans Initial
Grant will vest and become exercisable over a three-year period, with 33 1/3%
percent of the shares subject to such option vesting on the first anniversary
of Mr. Thurmans service to the Company and the balance vesting in equal
monthly increments thereafter, subject in each case to Mr. Thurmans
continued service to the Company. Under
the terms of the Director Plan, in the event of a Change in Control of the
Company (as defined in the Director Plan), such options will vest and become
immediately exercisable as to all of the otherwise unvested shares underlying
such options.
On
July 11, 2008, the Company also entered into its standard form of written
indemnification agreement with Mr. Thurman. There is no family relationship between Mr. Thurman
and any other director or executive officer of the Company. The Registrant is
not aware of any transaction requiring disclosure under Item 404(a) of
Regulation S-K in connection with the disclosures above.
The
foregoing summary of the Letter Agreement is qualified in its entirety by
reference to the Letter Agreement filed herewith as Exhibit 99.2.
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit Number
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Document Description
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99.1
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Press
Release, dated July 9, 2008.
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99.2
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Letter
Agreement between the Company and Randy H. Thurman, dated July 7, 2008.
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3
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, thereunto duly authorized.
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CARDIONET, INC.
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Dated:
July 11, 2008
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By:
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/s/
Martin P. Galvan
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Name:
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Martin P. Galvan
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Title:
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Chief
Financial Officer
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4
INDEX TO
EXHIBITS
Exhibit
Number
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Description
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99.1
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Press
Release, dated July 9, 2008.
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99.2
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Letter
Agreement between the Company and Randy H. Thurman, dated July 7, 2008.
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