- Current report filing (8-K)
June 18 2010 - 4:07PM
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):
June 15, 2010
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 #210
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.
Joseph Capper Employment Agreement
On
June 15, 2010, CardioNet, Inc. (the Company) announced that it had
entered into an employment agreement (the Employment Agreement) with Joseph
H. Capper which provides that he will serve as the President and Chief
Executive Officer of the Company. A copy of the press release is attached
as Exhibit 99.1.
The
Employment Agreement is effective on June 15, 2010 and continues until
terminated in accordance with its terms.
Pursuant to the terms of the Employment Agreement, Mr. Capper is
entitled to a base salary of $515,000. Mr. Capper will also receive
a bonus payment within 30 days after the effective date of the Employment
Agreement equal to $150,000, in consideration of the incentive and equity
compensation Mr. Capper will forfeit from his prior employer (subject to
pro rata repayment if Mr. Capper voluntarily resigns or is terminated for cause
(as defined in the Employment Agreement) within one year of the effective date
of the Employment Agreement). Beginning with the 2010 fiscal year,
Mr. Capper will be eligible to participate in the Companys Management
Incentive Plan and Long Term Incentive Plan in accordance with the terms of
those plans. Mr. Cappers target annual bonus opportunity under the
Management Incentive Plan will be 100% of base salary and Mr. Cappers
target dollar value for purposes of the Long Term Incentive Plan will be 200%
of base salary. The Employment Agreement also requires Mr. Capper to
relocate to the Philadelphia, Pennsylvania metropolitan area within one year of
the effective date of the Employment Agreement.
During this relocation period we will (i) reimburse Mr. Capper
for reasonable travel and commuting expenses from Florida, (ii) pay Mr. Capper
a monthly housing allowance of $4,500 per month (net of all taxes) for
temporary lodging expenses in the Philadelphia, Pennsylvania metropolitan area,
and (iii) reimburse Mr. Capper for reasonable relocation expenses in
an amount not to exceed $100,000.
Contemporaneously
with his entry into the Employment Agreement, Mr. Capper received a
restricted stock unit award with respect to 60,000 shares of the Companys
common stock and a stock option to purchase 500,000 shares of the Companys
common stock. In each case, the equity awards are subject to the
restrictions and conditions set forth in the Companys 2008 Equity Incentive
Plan. The stock options will vest in equal annual installments of 25% a year
over four years beginning with the first anniversary of the date of grant and
the restricted stock units will vest 100% on the third anniversary of the date
of grant; provided, however, that Mr. Capper remains in continuous service
as of each applicable vesting date except for such exceptions provided below.
The vested restricted stock units will be distributed in the form of
common stock on the earliest to occur of Mr. Cappers death, Disability
(as defined in the 2008 Equity Incentive Plan) or separation from service (as
defined in the Internal Revenue Code of 1986, as amended (the Code)), or a
409A Change in Control, which means a change in the ownership or effective
control of the Company, or a change in the ownership of a substantial portion
of the Companys assets, as provided in the Code. If a corporate transaction
occurs (as defined in the Employment Agreement) while Mr. Capper is
employed by the Company, all of his outstanding equity awards will become fully
vested and exercisable (to the extent applicable).
The
Employment Agreement provides that in the event the Company terminates
Mr. Capper without cause or Mr. Capper resigns for good reason
(each as defined in the Employment Agreement), it will pay to Mr. Capper
severance benefits that consist of the following (i) base salary and
accrued and unused vacation earned through the date of his termination, and
(ii) an amount equal to two times his base salary at the rate in effect at
the time of termination plus two times his on-target annual performance
incentive bonus in effect for the year of termination, such amount to be paid
in 24 monthly installments. Mr. Capper will also be eligible for continued
participation in the Companys medical, dental and vision plans for a period of
up to 24 months. Mr. Cappers receipt of the amount described in
clause (ii) above and the continued participation in the Companys
medical, dental and vision plans are contingent upon his execution and
non-revocation of a release of claims in the form attached to the Employment
Agreement.
As
a condition of Mr. Cappers employment as President and Chief Executive
Officer, he must execute and abide by the Companys Proprietary Information and
Inventions Agreement. Under the Employment Agreement Mr. Capper will
be subject to non-competition restrictions for the term of his employment and
during any period thereafter in which he is receiving severance benefits.
2
Mr. Cappers
employment with the Company is at will and may be terminated by the Company at
any time and for any reason, or for no reason. Upon any termination by
the Company, Mr. Capper agrees to resign all positions, including as an
officer and, if applicable, as a director or member of the Board of Directors
or any committee thereof.
Under
the Employment Agreement, the Company agreed that at the next regularly
scheduled meeting of the Companys Board of Directors, Mr. Capper will be
appointed as member of the Companys Board of Directors.
The
foregoing description of the Employment Agreement between the Company and
Mr. Capper is qualified in its entirety by reference to the copy of the
Employment Agreement which is attached as Exhibit 99.2 and which is
incorporated by reference herein.
Mr. Capper,
47, was President, Chief Executive Officer and member of the Board of Directors
of Home Diagnostics, Inc., a leading developer, manufacturer and marketer
of diabetes management products and previously a NASDAQ listed company, from
February, 2009 until its acquisition by Nipro Corporation in March, 2010. Prior to Home Diagnostics, from March, 2003,
to November, 2008, Mr. Capper was President and Chief Executive Officer of
CCS Medical Inc. a private company that is a leading provider of medical
supplies in diabetes, wound care, respiratory and other therapeutic
categories. Mr. Capper has a B.S.
degree in Accounting from West Chester University and a M.B.A. in International
Finance from George Washington University.
Randy Thurman Resignation
On
June 15, 2010, in connection with Mr. Cappers appointment as the
President and Chief Executive Officer of the Company, Randy H. Thurman
voluntarily resigned from his positions as the President and Chief Executive
Officer. In connection with his departure, Mr. Thurman also resigned
from all other positions as an officer or director of the Companys
subsidiaries, but will remain as a member of the Companys Board of Directors
and serve as the Chairman of the Board of Directors in a non-executive
capacity.
Under
his employment agreement, because Mr. Thurmans resignation was voluntary,
he will not receive any post-termination payment or other benefits from the
Company. Mr. Thurman will serve as
the Chairman of the Board of Directors, providing assistance to Mr. Capper
in his transition to the President and Chief Executive Officer of the Company,
and will receive compensation of $84,000 for his services provided during the
period of June 2010 through the date of the next annual meeting of the
Companys stockholders, to be paid each quarter at the same time that the
non-employee members of the Companys Board of Directors receive their
compensation.
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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Press
Release by the Company, dated June 15, 2010
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99.2
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Employment
Agreement, dated June 15, 2010, between Joseph H. Capper and
CardioNet, Inc.
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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.
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CardioNet, Inc.
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June 18, 2010
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By:
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/s/
Heather Getz
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Name:
Heather Getz, CPA
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Title:
Chief Financial Officer
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4
Exhibit Index
Exhibit Number
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Exhibit Title
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99.1
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Press
Release by the Company, dated June 15, 2010
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99.2
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Employment
Agreement, dated June 15, 2010, between Joseph H. Capper and
CardioNet, Inc.
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