- Current report filing (8-K)
October 29 2009 - 4:27PM
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):
October 29, 2009
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
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(Commission
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(I.R.S. Employer
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of
incorporation)
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File Number)
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Identification
No.)
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227
Washington Street #300
Conshohocken, PA
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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
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:
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 October 23, 2009,
the Compensation Committee (the Compensation Committee) of the Board of
Directors (the Board) of CardioNet, Inc. (the Company) approved
restricted stock unit awards covering a total of 325,000 shares of the Companys
common stock to employees of the Company, including the named executive
officers. The restricted stock units
were awarded under the Companys 2008 Equity Incentive Plan and will entitle
the recipient to one share of common stock when the applicable vesting
requirement for that unit is met.
The named executive
officers receiving restricted stock unit awards and the number of shares
subject to such awards are as follows:
Name
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No. of Shares Subject to Award
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Randy
H. Thurman
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150,000
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Martin
Galvan
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10,000
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John
Imperato
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20,000
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Anna
McNamara
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20,000
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The restricted stock
units will vest in full upon the third anniversary of the date of grant,
provided the recipient remains in the Companys continuous service through such
date. In the event the Company
terminates the recipients employment without cause or the participant
resigns for good reason at any time following a corporate transaction (as
each such term is defined in the participants employment agreement with the
Company), any unvested restricted stock units will immediately vest in full
upon such termination or resignation. As
a condition to receiving these restricted stock units, each grantee has agreed
that the vesting terms for these restricted stock units as described above will
govern the terms of these restricted stock units in all circumstances,
notwithstanding any more favorable terms in his or her employment or severance
agreement.
On October 23, 2009,
the Compensation Committee and the Board, where applicable, approved a
discretionary bonus pool of up to $1,500,000 (the Bonus Pool) for individuals
eligible to participate in the Companys Management Incentive Plan, including
Randy H. Thurman, Martin Galvan, John Imperato and Anna McNamara. Because certain performance targets
previously established for the 2009 calendar year under the Management
Incentive Plan will likely not be attained, the Compensation Committee and the
Board, where applicable, authorized the Bonus Pool to continue to incentivize
eligible participants of the Management Incentive Plan. No amounts have been awarded to date under
the Bonus Pool, and any future amounts will be awarded at the sole discretion
of the Compensation Committee and the Board, where applicable.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit Number
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Exhibit Title
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99.1
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Form of Restricted
Stock Unit Award and Grant Notice for October 23, 2009 Award.
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2
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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CardioNet, Inc.
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October 29, 2009
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By:
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/s/ Martin P. Galvan
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Name: Martin P. Galvan,
CPA
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Title: Chief Financial
Officer
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3
Exhibit Index
Exhibit Number
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Exhibit Title
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99.1
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Form of Restricted
Stock Unit Award and Grant Notice for October 23, 2009 Award.
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4
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