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 10, 2015
INVUITY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-37417 |
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04-3803169 |
(State or other jurisdiction
of incorporation) |
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(Commission
File No.) |
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(IRS Employer
Identification Number) |
444 De Haro Street
San Francisco, CA 94107
(Address of principal executive offices)
(650) 655-2100
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 10, 2015, the Company announced the appointment of James H.
Mackaness as Chief Financial Officer of the Company, effective on August 24, 2015. Upon commencement of his appointment as Chief Financial Officer, Mr. Mackaness will assume the duties of the Companys principal financial officer and
principal accounting officer until such time as his successor is appointed, or until his earlier resignation or removal. There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K)
involving the Company and Mr. Mackaness.
Mr. Mackaness, age 51, has served as the Chief Financial Officer of IRIDEX
Corporation, a medical device company (IRIDEX), since January 2008 and as the Chief Operating Officer of IRIDEX since August 2012. Mr. Mackaness resigned from IRIDEX effective August 21, 2015. Prior to his employment with
IRIDEX, from September 2001 to December 2007, Mr. Mackaness served as the Chief Financial Officer and Vice President of Finance for NextHop Technologies, Inc., a network software company. Prior to that, Mr. Mackaness served as Vice
President, Finance and the Chief Financial Officer of Infogear Technologies Corporation, a software and services company acquired by Cisco Systems, Inc., and held management positions at Cisco Systems, Inc. and Ernst & Young LLP.
Mr. Mackaness received his B.A. with honors in Psychology from the University of Warwick, England and is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.
The Company entered into an offer letter and employment agreement, effective August 24, 2015, with Mr. Mackaness, which provides for
an annual base salary of $325,000, eligibility to receive an annual performance bonus with the target amount determined as 40% of Mr. Mackanesss annual base salary, and eligibility to participate in employee benefit or group insurance
plans maintained by the Company. Mr. Mackanesss employment will be on an at will basis. In addition, subject to board approval, Mr. Mackaness will receive a stock option to purchase 108,877 shares of the Companys
common stock (the Option) under the Companys 2015 Equity Incentive Plan. The Option will vest monthly over a total of five years with a one-year vesting cliff, subject to Mr. Mackanesss continued service to the Company
through each vesting date.
Pursuant to Mr. Mackanesss employment agreement, if the Company terminates
Mr. Mackanesss employment other than for death, disability, or cause or if Mr. Mackaness resigns for good reason (as such terms are defined in Mr. Mackanesss employment agreement), and,
within 60 days following his termination, Mr. Mackaness executes a waiver and release of claims in the Companys favor and resigns from all positions he may hold as an officer or director, Mr. Mackaness is entitled to receive
(i) continuing payments of his highest base salary rate in effect during the employment period for a period of nine months, payable pursuant to regular payroll procedures, and (ii) reimbursement of premiums to maintain group health
insurance continuation benefits pursuant to COBRA for him and his respective dependents for up to nine months.
Further,
pursuant to Mr. Mackanesss employment agreement, if, within the three month period prior to or the twelve month period following a change of control (as defined in Mr. Mackanesss employment agreement), the Company
terminates Mr. Mackanesss employment under the circumstances described in the above paragraph and, within 60 days following his termination Mr. Mackaness executes a waiver and release of claims in the Companys favor,
Mr. Mackaness is entitled to receive (i) a lump sum payment equal to 18 months of his highest base salary rate in effect during the employment period, payable pursuant to regular payroll procedures, (ii) a lump sum payment equal to
150% of the greater of his target annual bonus for the year of termination or for the year of the change in control, payable pursuant to regular payroll procedures, (iii) reimbursement of premiums to maintain group health insurance continuation
benefits pursuant to COBRA for him and his respective dependents for up to 18 months, and (iv) vesting acceleration of 100% with respect to any outstanding equity awards held by him on the date of his termination (with
performance-based awards vesting based on achievement of target levels of performance).
In the event any payment to Mr. Mackaness
pursuant to his employment agreement would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code, as amended, or the Code (as a result of a payment being classified as a parachute payment under Section 280G of
the Code), Mr. Mackaness will receive such payment as would entitle him to receive the greatest after-tax benefit, even if it means that the Company pays him a lower aggregate payment so as to minimize or eliminate the potential excise tax
imposed by Section 4999 of the Code.
A copy of the press release relating to the appointment of Mr. Mackaness is attached
hereto as Exhibit 99.1.
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Invuity, Inc. dated August 10, 2015. |
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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INVUITY, INC. |
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Date: August 10, 2015 |
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By: |
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/s/ Philip Sawyer |
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Philip Sawyer |
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President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Invuity, Inc. dated August 10, 2015. |
Exhibit 99.1
INVUITY NAMES JAMES H. MACKANESS CHIEF FINANCIAL OFFICER
SAN FRANCISCO, August 10, 2015 - Invuity, Inc. (NASDAQ:IVTY), a medical technology company, today announced the appointment of medical
device financial and operations executive James H. Mackaness as its Chief Financial Officer, effective August 24th. Mackaness will report directly to President and CEO Philip Sawyer.
Mackaness brings more than 20 years of experience as a senior financial executive to Invuity, having worked for both public and private companies in the Bay
Area. His wide-ranging expertise includes financial and strategic planning, public reporting and controls, mergers and acquisitions, and operations management within the medical device and technology industries.
We are very pleased to have Jim joining Invuity at this time as he brings a rare combination of skills that is well suited to our company profile
said Philip Sawyer, President and CEO of Invuity.
Most recently, Mackaness served as Chief Financial Officer and Chief Operating Officer for Mountain
View, Calif.-based IRIDEX Corp., a publicly traded medical device company. Prior to IRIDEX, Mackaness was the CFO at two privately-held companies one of which was sold to Cisco Systems where he went on to assume a business development role. Early in
his career, he was an audit manager for Ernst & Young LLP.
Mackaness holds a Bachelor of Arts with honors from the University of Warwick,
England, and is a chartered accountant and member of Institute of Chartered Accountants of England and Wales.
About Invuity®
Invuity, Inc. is a medical technology company focused on developing and marketing advanced photonics devices to improve the ability of surgeons to illuminate
and visualize the surgical cavity during open minimally invasive and minimal access surgery. The companys patented Intelligent Photonics technology enables enhanced surgical precision, efficiency and safety by providing superior
visualization. Clinical applications include breast and thyroid oncology, plastic reconstructive, spine, orthopedic, cardiothoracic and general surgery among others. Invuity is headquartered in San Francisco, CA. For more information, visit
www.invuity.com.
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CONTACTS:
Media:
Miranda Duncan
Waggener Edstrom
415-342-9430
media@invuity.com
Investors:
Matt Clawson
Pure Communications
949-370-8500
irdept@invuity.com
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