- Current report filing (8-K)
December 15 2009 - 4:16PM
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):
December 14
, 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
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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 December 14,
2009, the Compensation Committee (the
Compensation Committee
) of the
Board of Directors (the
Board
) of CardioNet, Inc. (the
Company
)
and the Board approved by combined consent the cancellation of certain
outstanding options to purchase a total of 814,389 unvested shares of the
Companys common stock held by certain Section 16 officers, including
named executive officers, subject to each individuals consent (which consent
has been obtained). The named executive
officers whose options were canceled, the number of unvested shares of common
stock subject to the cancellation and the exercise price per share in effect
for the canceled options are as follows:
Name
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Grant Date
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Exercise Price per Share
($)
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Number of Unvested
Shares Underlying
Canceled Option
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Randy
H. Thurman
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2/24/2009
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26.49
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484,900
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2/24/2009
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26.49
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15,100
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|
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7/7/2008
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28.16
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119,479
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7/7/2008
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28.16
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7,916
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8/22/2008
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31.18
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4,375
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|
|
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Martin
Galvan
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3/4/2009
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23.58
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8,365
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John
Imperato
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3/4/2009
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23.58
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8,365
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7/21/2008
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29.85
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10,236
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7/21/2008
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29.85
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86,638
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Anna
McNamara
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3/4/2009
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23.58
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4,647
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Matthew Margolies
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1/22/2009
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21.16
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15,252
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1/22/2009
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21.16
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3,648
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1/22/2009
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21.16
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41,100
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3/4/2009
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23.58
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4,368
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Total cancellation
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814,389
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Such
options have exercise prices that are significantly higher than the current
trading price of the Companys common stock and, as a result, require the Company
to recognize significant accounting charges under applicable accounting rules while
those options remained outstanding and unvested. As a result of the cancellation of such
options, the Company recognized an accounting charge of approximately $10 million.
Item
8.01 Other Events.
Also on December 14,
2009 the Compensation Committee and the Board approved by combined consent the
acceleration of vesting of options to
purchase 337,565 shares of our common stock in the aggregate with a weighted
average exercise price of $19.93 held by certain of the Companys employees,
none of whom is a named executive officer or executive officer of the
Company. Such options have exercise
prices that are significantly higher than the current trading price of the
Companys common stock and, as a result, require the Company to recognize
significant accounting charges under applicable accounting rules while
those options remained unvested. As a
result of the acceleration of vesting of such options, the Company recognized
an accounting charge of approximately $3 million.
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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December 15, 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
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