Cardionet Inc - Current report filing (8-K)
August 25 2008 - 5:02PM
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): August 19, 2008
CardioNet, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
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001-33993
(Commission File Number)
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33-0604557
(I.R.S. Employer
Identification No.)
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227 Washington Street #300
Conshohocken, PA
(Address of principal
executive offices)
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19428
(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
August 19, 2008, the Board of Directors (the Board) of CardioNet, Inc.
(the Company) authorized an increase to the size of the Board to ten members,
with the two new vacancies to be in Class I and Class II of the
Board, and appointed Ronald A. Ahrens to serve as a director of the Company in Class I
of the Board and Kirk E. Gorman to serve as a director of the Company in Class II
of the Board.
Mr. Ahrens,
age 68, has served as the Vice Chairman of the Board of Directors and as a
member of the Compensation Committee of Temptime Corporation, a food and
healthcare technology company, since 2004. Mr. Ahrens has also served as a
member of the Board of Directors of Uluru, Inc., a pharmaceutical company,
since June 2008. Previously he
served as a member of the Board of Directors and Chairman of the Compensation
Committee of VIASYS Healthcare Inc., a global medical technology company, from
2001 until its acquisition in June 2007 for $1.5 billion by Cardinal
Health. Mr. Ahrens past experience
includes serving as a member of the Board of Directors of Closure Medical
Corporation, a medical devices corporation, from 1999 through 2004, St. Ives
Laboratories, Inc., a hair and skin care company from 1995 to 1997 and
from 1990 to 1993 as a member of the Board of Directors of Alcide Corporation,
an animal healthcare technology company.
Earlier in his career, Mr. Ahrens held various positions with Merck &
Co, Inc. a global pharmaceuticals products company, including President of
Merck Consumer Healthcare Group Worldwide and Executive Vice President of Merck
Consumer Healthcare Group International.
Mr. Gorman,
age 57, has served as the Senior Vice
President, Chief Financial Officer of Jefferson Health System, a hospital
system in Philadelphia, Pennsylvania since 2003 and Chairman of the Board of
Directors of Care Investment Trust, a real estate investment trust, since 2007.
Mr. Gorman has also been a member of the Board of Directors and Audit
Committee of IASIS Healthcare LLC since 2004.
Prior to his tenure at Jefferson Health System, Mr. Gorman served
as the Senior Vice President, Chief Financial Officer of Universal Health
Services, Inc, a hospital management company and President, Chief Financial
Officer and a member of the Board of Trustees of Universal Health Realty Income
Trust, a real estate investment trust specializing in healthcare and human
service related facilities. Mr. Gorman
is also a former member of the Board of Directors and Chairman of the Audit
Committee of Viasys Healthcare, Inc. a healthcare technology company.
On August 22, 2008, the Board divided the
Compensation, Nominating and Corporate Governance Committee of the Board into
two separate committees designated the Compensation Committee and the
Nominating and Corporate Governance Committee.
The Board appointed Mr. Ahrens to serve as a member of the
Compensation Committee and the Nominating and Corporate Governance Committee
and Mr. Gorman to serve as a member of the Audit Committee. Mr. Ahrens
will serve as the Chair of the Compensation Committee.
Mr. Ahrens and Mr. Gorman 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 August 19, 2008, Mr. Ahrens
and Mr. Gorman each 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 $30.98 as an Initial Grant (as defined in the Director Plan), and each
will automatically receive 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 as an Annual Grant (as defined in the Director Plan) so long as he
remains a non-employee director, as set forth in the Director Plan. In addition, on August 22, 2008, Mr. Ahrens
received an automatic grant of an option to purchase 7,500 shares of the
Companys common stock at an exercise price per share equal to $31.18 as a
2
Committee Chair Grant (as defined in the Director
Plan) in connection with his service as Chair of the Compensation Committee.
The Initial Grants will vest and become exercisable over a three-year period,
with 33 1/3% percent of the shares subject to such options vesting on the first
anniversary of the commencement of Mr. Ahrens and Mr. Gormans
respective service to the Company and the balance vesting in equal monthly
increments thereafter, subject in each case to Mr. Ahrens or Mr. Gormans
continued service to the Company. The Annual Grants will vest and become
exercisable in a series of 12 equal monthly installments following the date of
grant. Mr. Ahrens Committee Chair Grant will vest and become exercisable
over a three-year period, with 33 1/3%
percent of the shares subject to the option vesting on the first anniversary of
the commencement of Mr. Ahrens service as Chair of the Compensation
Committee and the balance vesting in equal monthly increments thereafter,
subject to Mr. Ahrens continued service as Chair of the Compensation
Committee. 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.
Mr. Ahrens
and Mr. Gorman will also receive cash compensation provided to all of the Companys non-employee directors. Specifically,
each will receive a quarterly retainer of $6,250 for service as a Board
Member, $2,000 for attendance at each in-person Board meeting and $1,000 for
attendance at each telephonic Board meeting. Mr. Ahrens will also receive
a $625 quarterly retainer for service as a member of the Compensation Committee
and a $625 quarterly retainer for service as a member of the Nominating and
Corporate Governance Committee. Mr. Gorman will also receive a $625
quarterly retainer for service as a member of the Audit Committee and $500 for
attendance at each in-person or telephonic meeting of the Audit Committee.
The Company has also entered into its standard form
of written indemnification agreement with Mr. Ahrens and Mr. Gorman. There is no family relationship between Mr. Ahrens
or Mr. Gorman and any other director or executive officer of the Company.
The Company is not aware of any transaction requiring disclosure under Item 404(a) of
Regulation S-K in connection with the disclosures above.
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:
August 25, 2008
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By:
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/s/
Martin P. Galvan
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Name:
Martin
P. Galvan
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Title:
Chief Financial Officer
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