UNITED STATES
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: December 13, 2005
(Date of earliest event reported)
ABIOMED, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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04-2743260 |
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(State or Other Jurisdiction of |
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(IRS Employer Identification |
001-09585
(Commission File Number)
Danvers, MA 01923
(Address of Principal Executive Offices, including Zip Code)
(978) 777-5410
(Registrant’s Telephone Number, including Area Code)
(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 1.01 Entry into a Material Definitive Agreement.
On December 13, 2005, Daniel Sutherby accepted our offer letter to become our new chief financial officer. The offer letter provided that Mr. Sutherby will receive an annual salary of $225,000 and a signing bonus of $50,000. In addition, Mr. Sutherby is eligible for a potential on target bonus of $100,000 annually. The offer letter provides that Mr. Sutherby will be granted an option to purchase 80,000 shares of our common stock on the date his employment starts, with an exercise price equal to the closing price of our common stock on the date of grant and vesting over four years. Upon a change of control, Mr. Sutherby’s unvested options will become fully vested. Furthermore, if as a result of the change in control Mr. Sutherby’s position is eliminated, or his responsibilities are substantially diminished or he is required to relocate, he will be eligible to continue to receive his base salary and medical benefits for up to one year.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On December 19, 2005, we announced that Daniel Sutherby has been appointed as our new chief financial officer. A copy of the press release we issued on December 19, 2005 announcing Mr. Sutherby’s appointment is attached as exhibit 99.1 and incorporated herein by reference.
Mr. Sutherby has been appointed by our board of directors as our chief financial officer, effective as of January 3, 2006, the date that Mr. Sutherby will begin his employment with us. From August 1998 to December 2005, Mr. Sutherby has been employed by PerkinElmer, Inc. in a number of management positions. From August 1998 to September 2000, Mr. Sutherby served as Corporate Director of Global Accounting & Finance; from September 2000 to June 2001 he served as Acting Corporate Controller; from June 2001 to January 2003 he served as Director of Global Finance for PerkinElmer’s Life and Analytical Sciences Unit; and from January 2003 to December 2005 he served as Corporate Vice President, Investor Relations, Corporate Communications and Risk Management. Mr. Sutherby is 40 years old.
The terms of Mr. Sutherby’s employment are described in Item 1.01 above and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit Number |
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Description |
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99.1 |
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December 19, 2005 press release. |
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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ABIOMED, Inc. |
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By: |
/s/ Charles B. Haaser |
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Charles B. Haaser |
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Controller |
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Principal Accounting Officer |
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Principal Financial Officer |
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Date: December 19, 2005 |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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December 19, 2005 press release. |