8-K

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 17, 2012

ARTHROCARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34607	94-3180312
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification
of Incorporation)		Number)

7000 West William Cannon Austin, TX  78735

Austin, TX  78735

(Address of principal executive offices, including zip code)

(512) 391-3900

(Registrant’s telephone number, including area code)

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):

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

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

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

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

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c)           On January 17, 2012, the Board of Directors (the “Board”) of ArthroCare Corporation (the “Company”) appointed Todd Newton as the Company’s Chief Operating Officer, effective January 1, 2012.  Mr. Newton will also continue as the Company’s Senior Vice President and Chief Financial Officer.  Reference is made to the Company’s Proxy Statement on Schedule 14A filed March 23, 2011 for the disclosure required under Items 401(b), (d) and (e) of Regulation S-K, which is herein incorporated by reference.  There are no transactions in which Mr. Newton has an interest requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Newton’s appointment to the position of Chief Operating Officer, effective January 1, 2012, Mr. Newton’s annual salary is being increased from $336,500 to $370,200 and his annual target cash bonus is being increased from 50% to 60% of his annual salary.  Mr. Newton will continue to participate in the Company’s Long Term Incentive Program, as more fully described in the Company’s Item 5.02(e) Form 8-K filed on January 11, 2012.  Mr. Newton’s Employment Agreement with the Company effective April 2, 2009, as amended, has been amended to reflect the foregoing terms pursuant to the Second Amendment to Employment Agreement between ArthroCare Corporation and Todd Newton dated January 20, 2012 (the “Employment Agreement Amendment”).  The foregoing description of the Employment Agreement Amendment does not purport to be a complete description of the Employment Agreement Amendment and is qualified in its entirety by reference to the Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Second Amendment to Employment Agreement between ArthroCare Corporation and Todd Newton, dated January 20, 2012.

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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 hereunto duly authorized.

	ARTHROCARE CORPORATION
Date:  January 20, 2012	By:	/s/ David Fitzgerald
	Name:	David Fitzgerald
	Title:	President and Chief Executive
		Officer

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Exhibit Index

Exhibit No.	Description
10.1	Second Amendment to Employment Agreement between ArthroCare Corporation and Todd Newton, dated January 20, 2012.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement (the “Amendment”) is entered into as of January 20, 2012 (the “Effective Date”), between Todd Newton (“Executive”) and ArthroCare Corporation, a Delaware corporation (the “Company”).

RECITALS

WHEREAS, on April 2, 2009, Executive and the Company entered into an Employment Agreement, as amended December 8, 2009 (the “Agreement”), which sets forth the terms of Executive’s employment with the Company; and

WHEREAS, the parties wish to amend the Agreement to revise the applicable provisions regarding Executive’s position, salary, annual bonus opportunity and continuation period, pursuant to the terms and conditions set forth below.

AGREEMENT

NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, the parties hereby agree as follows effective as of the Effective Date.  Except as otherwise defined herein, capitalized terms shall have the meanings assigned to them in the Agreement.

1.Duties and Scope of Employment.  The first sentence of Section 2 of the Agreement shall be amended in its entirety to read as follows:

“The Company shall employ the Executive in the position of Senior Vice-President, Chief Financial Officer and Chief Operating Officer, as such position was defined in terms of responsibilities and compensation as of January 20, 2012; provided, however, that the Board of Directors shall have the right, subject to the other provisions of this Agreement, at any time prior to the occurrence of a Change of Control, to revise such responsibilities and compensation as the Board of Directors in its discretion may deem necessary or appropriate.”

2.Salary.  The first sentence of Section 4(a) of the Agreement shall be amended in its entirety to read as follows:

“Effective as of January 1, 2012, Executive shall receive an annual salary of $370,200 (the ‘Base Salary’).”

3.Annual Bonus.  Section 4(b) of the Agreement shall be amended in its entirety to read as follows:

“(b)Annual Bonus.  In addition to the Base Salary, for each fiscal year ending during the Term, Executive shall have the opportunity to earn an annual performance bonus (the ‘Annual Bonus’) in an amount up to (i) 50% of Executive’s Base Salary for the fiscal year ending on December 31, 2011, and (ii) 60% of Executive’s Base Salary for fiscal years

commencing on or after January 1, 2012.  The exact amount of the Annual Bonus will be determined by the Board of Directors or its Compensation Committee in consultation with the Chief Executive Officer and Executive, based upon mutually agreed performance objectives, both personal and corporate.”

4.Continuation Period.  Section 7(c) of the Agreement shall be amended in its entirety to read as follows:

“(c) ‘Continuation Period’ shall mean a period, commencing on the date of an Involuntary Termination, of a duration equal to (i) 24 months, for purposes of an Involuntary Termination which occurs within 24 months after a Change of Control, or (ii) 12 months, for purposes of an Involuntary Termination which occurs prior to a Change of Control or more than 24 months following a Change of Control.”

5.Other Terms and Conditions.  Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the Effective Date.

EXECUTIVE
/s/ Todd Newton
Todd Newton
ARTHROCARE CORPORATION
By:	/s/ David Fitzgerald
Its:	President and Chief Operating Office