ad18063958-8k.htm
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): December 29, 2009
AngioDynamics,
Inc.
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(Exact
Name of Registrant as Specified in
Charter)
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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
December 30, 2009, AngioDynamics, Inc. (the “Company”) executed change in
control agreements (“Change in Control Agreements”) with Jan Keltjens, D. Joseph
Gersuk, Shawn P. McCarthy, Stephen J. McGill, Robert M. Rossell, William M.
Appling and Harold C. Mapes, the terms of which had been previously approved by
the Company’s Compensation Committee and Board of Directors. Mr.
Keltjens change in control agreement is attached as Exhibit 10.1 and
incorporated herein by reference. The form of change in control
agreement for the executives other than Mr. Keltjens is attached as Exhibit 10.2
and incorporated herein by reference (the “Form of Change in Control
Agreement”). In addition, on December 29, 2009, the Company notified
the executives named above that their previous change in control agreements (the
“Expiring Change in Control Agreements”) would not be renewed past December 31,
2009. The Change in Control Agreements are similar to the Expiring
Change in Control Agreements in all material respects, except for the
elimination of a provision providing for the gross up of Excise Taxes
(as such term is used in Section 4999 of the United States Internal
Revenue Code) under certain circumstances. Under the Change in
Control Agreements, the Company has no obligation to pay Excise Taxes on behalf
of any executive or to make gross up payments to any executive as a result of an
executive’s Excise Tax obligation.
Each
Change in Control Agreement has an initial term ending December 31, 2010, 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 Change in Control 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
(A) 2.5 times his annual base salary for Mr. Keltjens and 2 times the
executive’s annual base salary for Messers. Gersuk, McCarthy, McGill, Rossell,
Appling and Mapes, (B) 2.5 times the cash bonus he received for the prior fiscal
year for Mr. Keltjens, (C) unpaid and prorated annual bonus amounts, (D) earned
but unused vacation time and (E) title to such executive's (other than Mr.
Keltjens) Company-owned or leased automobile.
Payment
made under the Change in Control Agreements 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.
The
summary of Mr. Keltjens Change in Control Agreement and the Form of Change in
Control Agreement above is qualified in its entirety by reference to the full
text of the attached exhibits to this Form 8-K.
Item
9.01 – Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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10.1
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Change
in Control Agreement, dated December 30, 2009, by and between
AngioDynamics, Inc. and Jan Keltjens.
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10.2
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Form
of Change in Control 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. (Registrant) |
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Date:
January 4, 2010
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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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Change
in Control Agreement, dated December 30, 2009, by and between
AngioDynamics, Inc. and Jan Keltjens.
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10.2
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Form
of Change in Control
Agreement.
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