-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CIzPID3m4IcOHgWO3jvU+4lXNGUe+/qEWmC9gNlhk1C8FPXfN7+WN2PyFNEKqnNe DSNkxgAjphsaW6A6/w/zQQ== 0001193125-06-002394.txt : 20060106 0001193125-06-002394.hdr.sgml : 20060106 20060106111230 ACCESSION NUMBER: 0001193125-06-002394 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060106 DATE AS OF CHANGE: 20060106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOVOSTE CORP /FL/ CENTRAL INDEX KEY: 0001012131 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 592787476 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20727 FILM NUMBER: 06515432 BUSINESS ADDRESS: STREET 1: 4350 INTERNATIONAL BLVD. CITY: NORCROSS STATE: GA ZIP: 30093 BUSINESS PHONE: 7707170904 MAIL ADDRESS: STREET 1: 4350 INTERNATIONAL BLVD. CITY: NORCROSS STATE: GA ZIP: 30093 8-K 1 d8k.htm FORM 8-K Form 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 1, 2006

 


 

Novoste Corporation

(Exact name of registrant as specified in its charter)

 


 

Florida   0-20727   59-2787476

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

4350 International Blvd.

Norcross, GA

  30093
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (770) 717-0904

 

N/A

(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))

 



Item 1.01. Entry into a Material Definitive Agreement.

 

On January 3, 2006, Novoste Corporation (the “Company”) entered into the First Amendment to Letter Agreement, effective as of January 1, 2006 (the “First Amendment”), amending the letter agreement, dated as of November 11, 2005 (the “Letter Agreement”), between the Company and Daniel G. Hall, the Company’s Vice President, General Counsel and Secretary. As previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2005 (the “Form 8-K”), the Company and Mr. Hall entered into the Letter Agreement providing that Mr. Hall would continue to be employed by the Company through December 31, 2005 and that Mr. Hall would receive salary and certain other payments from the Company.

 

The First Amendment provides for the extension of Mr. Hall’s employment by the Company through January 31, 2006, at which time his employment with the Company will terminate. The First Amendment further provides that during such extended period, Mr. Hall will be entitled to receive his base salary at the rate currently in effect and all accompanying benefits of employment, plus an incentive retention payment of $16,250 payable on January 31, 2006 unless Mr. Hall terminates his employment with the Company prior to such date. All other terms and conditions of the Letter Agreement as described in the Form 8-K remain unchanged and in full force and effect.

 

The above description of the First Amendment does not purport to be a complete statement of the parties’ rights and obligations under such agreement. The above description is qualified in its entirety by reference to the First Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b) Pursuant to the First Amendment described above under Item 1.01, Mr. Hall and the Company agreed that Mr. Hall’s employment with the Company would terminate effective January 31, 2006.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits

 

10.1 First Amendment to Letter Agreement, effective January 1, 2006, between Novoste Corporation and Daniel G. Hall


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.

 

NOVOSTE CORPORATION
By:  

/s/ Daniel G. Hall


    Daniel G. Hall
    Vice President, Secretary and General Counsel

 

Date: January 6, 2006


EXHIBIT INDEX

 

10.1   First Amendment to Letter Agreement, effective January 1, 2006, between Novoste Corporation and Daniel G. Hall
EX-10.1 2 dex101.htm FIRST AMENDMENT TO LETTER AGREEMENT First Amendment to Letter Agreement

Exhibit 10.1

 

FIRST AMENDMENT TO LETTER AGREEMENT

 

THIS FIRST AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is entered into effective the 1st day of January, 2006, by Novoste Corporation, a Florida corporation (hereinafter referred to as the “Company”) and Daniel G. Hall (hereinafter referred to as the “Executive”). The Company and Executive are hereinafter referred to collectively, as the “Parties.”

 

W I T N E S S E T H :

 

WHEREAS, the Parties have entered into a Letter Agreement dated November 11, 2005, pursuant to which the date of Executive’s termination of employment with the Company is established as December 31, 2005 and pursuant to which the Executive is entitled to receive certain payments upon the termination of his employment; and

 

WHEREAS, the Company desires to extend Executive’s employment beyond December 31, 2005.

 

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Termination of Employment: The terms of paragraph 1 of the Letter Agreement shall be altered and amended so that the Executive shall continue to be employed by the Company through January 31, 2006.

 

2. Certain Payments: Paragraph 2 of the letter Agreement shall be amended by adding the following paragraph:

 

  (iii) a third payment (the “Third Payment”) in the amount of $16,250, less applicable deductions, including, without limitation, federal and state withholding, to be paid on January 31, 2006, provided, however, that the Executive shall not receive the Third Payment if the Executive voluntarily terminates employment with the Company prior to January 31, 2006.

 

3. All other and further terms and provisions of the Letter Agreement shall remain in full force and effect as entered into by the Parties on November 11, 2005.


IN WITNESS WHEREOF, the Parties have executed this First Amendment to the Letter Agreement as of the date indicated their respective names.

 

Date: 1/3/06

 

   

/s/ Daniel G. Hall


    DANIEL G. HALL
    NOVOSTE CORPORATION
Date: 1/3/06        
    By:  

/s/ Alfred J. Novak


    Name:   Alfred J. Novak
    Title:   PRESIDENT AND CHIEF EXECUTIVE OFFICER
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