- Current report filing (8-K)
January 22 2010 - 2:12PM
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):
January 15
, 2010
CardioNet, Inc.
(Exact name of registrant as specified in its
charter)
Delaware
|
|
001-33993
|
|
33-0604557
|
(State or other jurisdiction
|
|
(Commission
|
|
(I.R.S. Employer
|
of incorporation)
|
|
File Number)
|
|
Identification No.)
|
|
|
|
|
|
227
Washington Street #300
Conshohocken, PA
|
|
19428
|
(Address of principal
executive offices)
|
|
(Zip Code)
|
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
January 15, 2010, CardioNet, Inc. (the Company) announced that
Heather Getz, the Companys Vice President, Finance, has been appointed the
Companys Chief Financial Officer, effective January 15, 2010. Ms. Getz takes over in this position
from Martin P. Galvan, the previous Chief Financial Officer of the Company, who
is separating from the Company, effective January 15, 2010, to pursue
other interests.
In connection with Ms. Getzs
appointment as the Chief Financial Officer, on January 21, 2010, the
Compensation Committee of the Board of Directors of the Company approved a
restricted stock unit grant to Ms. Getz with respect to 10,000 shares of
the Companys common stock and an option grant with respect to 10,000 shares of
the Companys common stock. The grants were made under the Companys 2008
Equity Incentive Plan. The restricted
stock unit grant will vest 100% upon the third anniversary of the date of
grant, and the option grant will vest in 25% increments on each of the first,
second, third and fourth anniversaries of the date of grant; in each case
provided that Ms. Getz remains in the continuous service of the Company
through the applicable vesting date. The
other modifications to Ms. Getzs compensation in connection with her
appointment as the Chief Financial Officer will be determined and disclosed at
a later date.
Ms. Getz
has served as the Companys Vice President, Finance since May 2009. From April 2009 through May 2009,
she was Vice President, Finance for Alita Pharmaceuticals, Inc., a
specialty pharmaceutical company focused on the accelerated development and
commercialization of novel urologic and female healthcare products. From March 2002 through April 2009,
she served in several capacities in the finance department of VIASYS
Healthcare, a global healthcare technology company that specialized in
developing, manufacturing and servicing medical devices that are used in
respiratory care, neurology, vascular medicine, critical care, and the medical
and surgical product markets. Her most
recent position at VIASYS, after its June 2007 acquisition by Cardinal
Health, Inc., was as Finance Director, VIASYS Integration.
There
is no family relationship between Ms. Getz and any other executive officer
or director of the Company, and there is no arrangement or understanding under
which she was appointed. There are no
transactions to which the Company or any of its subsidiaries is a party and in
which Ms. Getz has a material interest subject to disclosure under Item
404(a) of Regulation S-K.
Pursuant
to his employment agreement, upon Mr. Galvans execution and
non-revocation of a release of claims in favor of the Company he will receive
severance benefits consisting of: (i) base salary and accrued and unused
vacation earned through the date of separation; (ii) an amount equal to
one and one-half times (1.5x) base salary in effect at the time of separation
(i.e., $313,500) plus one and one-half times (1.5x) on-target annual
performance incentive bonus in effect for the year of separation (2009 target
is 60% of base salary, or $188,100), such total amount paid in eighteen (18)
monthly installments; and (iii) continued participation in the Companys medical,
dental and vision plans until the earlier of (a) the date that is eighteen
(18) months after his date of separation or (b) the date eligible to
enroll in any similar plan offered by a new employer. Mr. Galvan will have 90 days after the
date of separation to exercise his vested options to purchase 84,375 shares of
the Companys common stock, and all of his unvested options and unvested
restricted stock units were forfeited upon his separation.
In
accordance with the Employment Agreement, Mr. Galvan is subject to a
non-compete for the 18-month severance period.
2
A
copy of the press release announcing Ms. Getzs appointment and Mr. Galvans
separation is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
.
Exhibit Number
|
|
Exhibit Title
|
99.1
|
|
Press Release by the
Company, dated January 15, 2010.
|
3
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.
|
CardioNet, Inc.
|
|
|
|
|
January 22, 2010
|
By:
|
/s/
Randy H. Thurman
|
|
|
|
|
|
Name:
Randy H. Thurman
|
|
|
Title:
President and Chief Executive Officer
|
4
EXHIBIT INDEX
Exhibit Number
|
|
Exhibit Title
|
99.1
|
|
Press
Release by the Company, dated January 15, 2010.
|
5
HeartBeam (NASDAQ:BEAT)
Historical Stock Chart
From Jun 2024 to Jul 2024
HeartBeam (NASDAQ:BEAT)
Historical Stock Chart
From Jul 2023 to Jul 2024