Cantel Medical Corp - Current report filing (8-K)
April 25 2008 - 4:56PM
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)
April 23, 2008
CANTEL MEDICAL CORP.
(Exact name of
registrant as specified in its charter)
Delaware
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001-31337
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22-1760285
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(State or other
jurisdiction
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(Commission
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(IRS
Identification
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of
incorporation)
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File Number)
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Number)
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150
Clove Road, Little Falls, New Jersey
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07424
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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:
(973) 890-7220
(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 1.02.
Termination
of a Material Definitive Agreement
On April 23, 2008,
R. Scott Jones resigned as Chief Executive Officer, President and a director of
the Company. Mr. Jones was employed under an Employment Agreement dated December 16,
2006, which agreement has been terminated. The resignation will be treated as a
termination of the Employment Agreement by the Company without cause, which
will entitle Mr. Jones to certain post termination benefits set forth in
the Employment Agreement, a copy of which is incorporated herein by reference
to Exhibit 10.1 of the Companys Current
Report on Form 8-K dated December 22, 2006.
Item 5.02
Departure
of Directors or Principal Officers; Election of Directors, Appointment of
Principal Officers
On April 23, 2008,
R. Scott Jones resigned as Chief Executive Officer and President of the
Company. He also resigned from the Companys Board of Directors. Concurrently,
the Board created the Office of the Chairman and promoted COO and Executive
Vice President Andrew A. Krakauer to President and a member of the Office of
the Chairman. The newly created Office of the Chairman will include Charles M.
Diker, Chairman of the Board, Mr. Krakauer and Seth R. Segel, Senior Vice
President Corporate Development of the Company.
Mr. Krakauer (53)
has served in his current role at Cantel since September 2004.
Prior to joining Cantel, he served as President
of the Ohmeda Medical Division of Instrumentarium / GE Healthcare. Before being
named President of Ohmeda Medical in 1998, Mr. Krakauer served Ohmeda or
its predecessor companies as President of the Specialty Products Division and
Business Development from 1994 through 1998, General Manager of the Suction and
Oxygen Therapy and Infant Care businesses from 1988 through 1994, and in a
series of financial and business development positions from 1980 through 1987. Mr. Krakauer
holds an MBA from University of Chicago and a BA from SUNY at Binghamton.
Mr. Segel
(39) has served in his current role at Cantel since November 2002. From May 1999 through October 2002,
he served in various management positions at Jupiter Media Metrix, Inc., a
provider of global market research. Mr. Segel
holds an MBA from Harvard University and a BA from the University of
Pennsylvania.
Item 9.01
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Financial Statements, Pro-Forma
Financial Information and Exhibits
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(d)
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Exhibits
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Exhibit 99.1 Press
release of Registrant dated April 25, 2008
Exhibit 99.2 Resignation
letter of R. Scott Jones dated April 23, 2008
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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 thereunto duly authorized.
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CANTEL MEDICAL CORP.
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By:
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/s/ Andrew A. Krakauer
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Andrew A. Krakauer
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President
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Dated: April 25, 2008
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3
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