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): January 5, 2009
AngioDynamics,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-50761
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11-3146460
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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603
Queensbury Avenue, Queensbury, New
York 12804
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(Address
of Principal Executive
Offices) (Zip
Code)
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(518)
798-1215
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(Registrant’s
telephone number, including area code)
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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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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.
(e) On
January 5, 2009, the Company executed change in control severance agreements
with Robert M. Rossell, Harold C. Mapes, David McDonald and Sean Morris, the
terms of which had been previously approved by the Company’s Compensation
Committee and Board of Directors. The form of severance agreement is
attached as Exhibit 10.1 and incorporated herein by reference (the “Form of
Severance Agreement”).
The Form of Severance Agreement has an
initial term ending December 31, 2009, and each year will automatically renew
for an additional one year term, provided however, that if a change in control
occurs the term shall expire no earlier than 12 calendar months after the
calendar month in which such change in control occurs. The Form of
Severance Agreement provides, among other things, that if a change in control
occurs (generally, any of the following: (i) a person is or becomes a beneficial
owner of more than 40% of the Company's voting securities (ii) the composition
of a majority of the Company’s board changes (iii) the Company consummates a
merger or consolidation or (iv) the shareholders approve a plan of liquidation
or sale of substantially all of the Company's assets) during the term of the
agreement, and the executive’s employment is terminated either by the Company or
by the executive, other than (a) by the Company for cause, (b) by reason of
death or disability, or (c) by the executive without good reason, such executive
will receive a severance payment equal to two times the executive’s annual base
salary, unpaid and prorated annual bonus amounts, earned but unused vacation
time and title to such executive's Company-owned or leased
automobile. The Company intends to enter into severance agreements
substantially in the form of the Form of Severance Agreement with any future
executive officers of the Company.
Payment made under the Form of Severance
Agreement is generally made in a lump sum within thirty days following
termination subject to delay if required by Section 409A of the Internal Revenue
Code. If the special excise tax under Section 280G of the Internal
Revenue Code applies, the Form of Severance Agreement provides that the Company
will reduce payments to the executive in order to avoid triggering the excise
tax, unless the executive would realize at least $50,000 more after taxes if the
Company were to gross-up the excise tax rather than reduce the payments to the
executive, in which case the Company will gross-up the executive for the excise
tax.
The summary of the Form of Severance
Agreement above is qualified in its entirety by reference to the full text of
the attached exhibit to this Form 8-K.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Form
of Severance Agreement
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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 hereunto duly
authorized.
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ANGIODYNAMICS,
INC.
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(Registrant)
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Date:
January 5, 2009
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By:
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/s/
D. Joseph Gersuk
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D.
Joseph Gersuk
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Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit No.
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Description
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10.1
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Form
of Severance Agreement
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