UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): February 21, 2013
MAKO Surgical Corp.
(Exact name of registrant as specified in its charter)
Delaware |
001-33966 |
20-1901148 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
2555 Davie Road
Fort Lauderdale, Florida 33317
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area
code: (954) 927-2044
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 2.02. Results of Operations and Financial Condition.
On February 26, 2013, MAKO Surgical Corp. (the “Company”)
issued a press release, furnished as Exhibit 99.1 and incorporated into this Form 8-K by reference, announcing its operating results
for the quarter and year ended December 31, 2012, as well as the Company’s 2013 annual guidance.
The information in this Form 8-K and Exhibit 99.1 attached hereto
pertaining to the Company’s operating results and guidance shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Christopher R. Marrus as Senior Vice President of Sales
On February 21, 2013, the Compensation Committee (the “Committee”)
of the Company’s Board of Directors approved the terms and conditions set forth in the Employment Agreement between the Company
and Christopher R. Marrus (the “Marrus Agreement”), effective as of February 21, 2013 (the “Effective
Date”). Mr. Marrus has been promoted to the position of Senior Vice President of Sales with his duties to commence as
of the Effective Date.
Mr. Marrus, 46, has been with the Company since February 2012, most recently
as Senior Director of Sales, East. Previously he served as MAKO’s Regional Sales Manager for RIO Sales from February
2012 to January 2013. Mr. Marrus has worked in medical device sales for over fifteen years while managing both capital and procedural
sales, national accounts and clinical training. From July 2010 to December 2011, he served as the Vice President of U.S. Sales
for EndoGastric Solutions, Inc., a medical device company that develops surgical devices for reconstructive gastrointestinal procedures
via a transoral approach, where he was responsible for domestic sales and clinical training. From 2004 to 2010, Mr. Marrus held
various positions with Intuitive Surgical, Inc., a surgical robotic company, including Area Vice President, where he managed a
large portion of the company’s national sales team and his responsibilities included both capital and procedural sales. Mr.
Marrus holds a B.A. in History from Louisiana State University, and a J.D. from Tulane University.
The Marrus Agreement provides Mr. Marrus with a one-year initial term of
employment with automatic renewal for successive one-year terms, unless a party provides the other party with ninety days prior
written notice of the intent not to renew. Under the terms of the Marrus Agreement, Mr. Marrus will receive an annual base salary
of $250,000 and will have the opportunity to earn an annual performance cash bonus in an aggregate potential maximum amount of
up to $300,000 based on his individual performance and the Company’s performance, commencing with 2013 performance based
on the 2013 SVP of Sales Cash Bonus Plan further described below. Also pursuant to the terms of the Marrus Agreement, the Committee
granted Mr. Marrus 200,000 incentive stock options pursuant to the terms of the Company’s 2008 Omnibus Incentive Plan, with
the Effective Date serving as the grant date for such stock options.
If Mr. Marrus’ employment with the Company is terminated without cause,
or if Mr. Marrus resigns for good reason, the Marrus Agreement provides for severance payments equal to six months of his annual
base salary and the costs of continuation of his health benefits for six months. In addition, if in anticipation of a change in
control or on or within six months after a change in control, Mr. Marrus’ employment with the Company is terminated without
cause or Mr. Marrus resigns for good reason, then all equity awards held by Mr. Marrus that vest based on time shall become immediately
vested.
The foregoing description of the terms and conditions of the Marrus Agreement
is qualified in its entirety by reference to the Marrus Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K
and incorporated in its entirety by this reference. In connection with the appointment of Mr. Marrus as a Senior Vice President
of the Company, the Company issued a press release on February 21, 2013, a copy of which is attached hereto as Exhibit 99.2.
2013 Leadership Cash Bonus Plan and 2013 SVP of Sales Cash Bonus Plan
On February 21, 2013, the Committee also approved the Company’s 2013
Leadership Cash Bonus Plan and the 2013 SVP of Sales Cash Bonus Plan.
The 2013 Leadership Cash Bonus Plan will
be used for the purpose of allocating annual performance bonuses, if any, to the Company’s management-level employees, including
its executive officers, excepting only the Senior Vice President of Sales, for the plan year ending December 31, 2013. Under the
2013 Leadership Cash Bonus Plan, if the Company attains certain target and incremental goals set forth on the Company’s internal
2013 metrics scorecard in the categories set forth below, cash bonuses will be awarded by multiplying each individual’s base
salary by a bonus percentage, which is calculated by multiplying the percentage achieved on the internal 2013 metrics scorecard
(the “2013 Scorecard Percentage”) by the baseline percentage assigned to such individual based on the individual’s
level of responsibility within the Company. The scorecard categories include the following:
| · | Total MAKOplasty procedures |
| · | Targets with respect to expanded applications of the RIO system and
expanded commercialization of the Company’s products |
| · | Targets with respect to inventory management |
Under the 2013 Leadership Cash Bonus Plan, the 2013 Scorecard Percentage
can range from 80% to 200%, depending upon the target and incremental goals achieved by the Company.
The 2013 SVP of Sales Cash Bonus Plan will
be used for the purpose of allocating an annual performance bonus, if any, to Mr. Marrus as the Company’s Senior Vice President
of Sales, for the plan year ending December 31, 2013. Under the 2013 SVP of Sales Cash Bonus Plan,
if the Company attains certain target and incremental goals set forth on the Company’s internal 2013 SVP of Sales metrics
scorecard in the categories set forth below, cash bonuses will be awarded by multiplying Mr. Marrus’ annual base salary
by the percentage achieved on the internal 2013 SVP of Sales metrics scorecard (the “SVP of Sales 2013 Bonus Percentage”).
The scorecard categories include the following:
| · | Total MAKOplasty procedures |
| · | Targets with respect to inventory management |
Under the 2013 SVP of Sales Cash Bonus Plan,
the SVP of Sales 2013 Bonus Percentage can range from 50% to 120%, depending upon the target and incremental goals achieved by
the Company.
The foregoing description of the terms and conditions of the 2013 Leadership
Cash Bonus Plan and 2013 SVP of Sales Cash Bonus Plan are qualified in their entirety by reference to the 2013 Leadership Cash
Bonus Plan and 2013 SVP of Sales Cash Bonus Plan, copies of which are attached as Exhibits 10.2 and 10.3 to this Form 8-K and incorporated
in their entirety by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description of Exhibit |
10.1 |
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Employment Agreement between MAKO Surgical Corp. and Christopher R. Marrus, effective as of February 21, 2013 |
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10.2 |
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2013 Leadership Cash Bonus Plan |
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10.3 |
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2013 SVP of Sales Cash Bonus Plan |
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99.1 |
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Press Release issued by MAKO Surgical Corp. on February 26, 2013 |
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99.2 |
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Press Release issued by MAKO Surgical Corp. on February 21, 2013 |
SIGNATURE
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, thereunto duly authorized.
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MAKO Surgical Corp. |
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Date: February 26, 2013 |
By: |
/s/ Fritz L. LaPorte |
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Fritz L. LaPorte, Senior Vice President
of Finance and Administration,
Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit No. |
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Description of Exhibit |
10.1 |
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Employment Agreement between MAKO Surgical Corp. and Christopher R. Marrus, effective as of February 21, 2013 |
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10.2 |
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2013 Leadership Cash Bonus Plan |
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10.3 |
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2013 SVP of Sales Cash Bonus Plan |
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99.1 |
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Press Release issued by MAKO Surgical Corp. on February 26, 2013 |
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99.2 |
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Press Release issued by MAKO Surgical Corp. on February 21, 2013 |
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