Cardionet Inc - Current report filing (8-K)
July 18 2008 - 5:07PM
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 14, 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
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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 14, 2008, James M. Sweeney, a member of the Board of Directors (the Board)
of CardioNet, Inc. (the Company), entered into a letter agreement
outlining the terms of his remaining services to the Company (the Separation
Agreement). Mr. Sweeney will remain an employee of the Company through July 31,
2008, at which time his service as an employee will end. Mr. Sweeney
remains a director of the Company and expects to transition from the Board in
2008. Mr. Sweeney served as the Companys Executive Chairman from November 2007
through July 2008 and as a member of the Board since April 2000. Mr. Sweeney provided his services to the
Company pursuant to an Amended and Restated Employment Agreement, dated as of November 1,
2005, as amended on February 27, 2008 (the Sweeney Employment Agreement). The Separation Agreement provides (i) for
the full mutual release by Mr. Sweeney and the Company of any claims
against the other party, (ii) for severance payments at a rate equal to Mr. Sweeneys
current base salary of $500,000 per year for a period of 15 months beginning in
August 2008, (iii) for continued
payment by the Company of the healthcare premiums for Mr. Sweeney
and his family for 15 months beginning in August 2008 and (iv) that Mr. Sweeney
shall not compete with the Company or solicit the Companys employees during
the period ending on the later to occur of (A) July 31, 2009 and (B) the
date one year following Mr. Sweeneys resignation as a member of the
Board. The Sweeney Employment Agreement was terminated and superseded in its
entirety by the Separation Agreement.
The
foregoing summary of the Separation Agreement is qualified in its entirety by
reference to the Separation Agreement filed herewith as Exhibit 99.1.
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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Separation
Agreement between the Company and James M. Sweeney, dated July 14, 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 18, 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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Separation
Agreement between the Company and James M. Sweeney, dated July 14, 2008.
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5
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