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): February 24, 2014

 

 

QUIDEL CORPORATION

(Exact name of Registrant as specified in its Charter)

 

 

 

Delaware		0-10961		94-2573850
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

10165 McKellar Court San Diego, California		92121
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 552-1100

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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 24, 2014, upon the recommendation of its Compensation Committee, the Board of Directors of Quidel Corporation (the “Company”) approved the Company’s 2014 cash incentive plan applicable to the Company’s executive officers and other members of management for the Company’s fiscal year ending December 31, 2014 (the “2014 Cash Incentive Compensation Plan”). Payout under the 2014 Cash Incentive Compensation Plan is predicated upon achievement of (i) revenue targets for core products, (ii) revenue targets for new products, (iii) an earnings-per-share goal, and (iv) defined impact goals, with each of the foregoing as determined by the Board of Directors and/or its Compensation Committee, for the Company’s 2014 fiscal year. A description of the 2014 Cash Incentive Compensation Plan and related target bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference herein.

In addition, a description of the Company’s current Employee Deferred Bonus Compensation Program, applicable for 2014 and as previously adopted by the Compensation Committee for prior years, is set forth on Exhibit 10.2 hereto and is incorporated by reference herein (the “2014 Employee Deferred Bonus Compensation Program”).

On February 24, 2014, upon the recommendation of the Compensation Committee, the Board also approved the Company’s 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”). The 2014 Equity Incentive Plan provides for grants of equity awards to eligible employees of the Company, including the Company’s executive officers, subject to the terms described below and as set forth on Exhibit 10.3 hereto.

Under the 2014 Equity Incentive Plan, each participating employee receives equity incentive awards in the form of (i) non-qualified stock options; and (ii) time-based restricted stock units. The vesting period for the non-qualified stock options and restricted stock units is over four years with the first 50% of such equity awards vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter.

On February 24, 2014, upon the recommendation of the Compensation Committee, the Board approved an increase in the annual base salary for each of the Company’s executive officers, with all such annual base salary increases effective as of the Company’s pay period beginning on February 28, 2014 (collectively and as set forth on Exhibit 10.4 hereto, the “2014 Annual Base Salaries”). The 2014 Annual Base Salaries are set forth on Exhibit 10.4 hereto and are incorporated by reference herein.

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Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

The following exhibits are filed with this current report on Form 8-K:

 

Exhibit Number		Description of Exhibit
10.1		2014 Cash Incentive Compensation Plan.
10.2		2014 Employee Deferred Bonus Compensation Program.
10.3		2014 Equity Incentive Plan Grants to the Company’s Executive Officers.
10.4		2014 Annual Base Salaries for the Company’s Executive Officers, effective as of February 28, 2014.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 28, 2014

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Exhibit
10.1		2014 Cash Incentive Compensation Plan.
10.2		2014 Employee Deferred Bonus Compensation Program.
10.3		2014 Equity Incentive Plan Grants to the Company’s Executive Officers.
10.4		2014 Annual Base Salaries for the Company’s Executive Officers, effective as of February 28, 2014.