-----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, EoqBwc6Xw3J8oFk78jn6k7Nad6Tov8jEnFay6zSZIzcivlm61qDFawSz0O4SUeo2 2HYn5R3pAiXzoKcFbNUikA== 0000950135-05-001448.txt : 20050316 0000950135-05-001448.hdr.sgml : 20050316 20050315183700 ACCESSION NUMBER: 0000950135-05-001448 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050314 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20050315 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIPER LIFE SCIENCES INC CENTRAL INDEX KEY: 0001014672 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 330675808 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28229 FILM NUMBER: 05682968 BUSINESS ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 BUSINESS PHONE: 508-435-9500 MAIL ADDRESS: STREET 1: 68 ELM STREET STREET 2: . CITY: HOPKINTON STATE: MA ZIP: 01748 FORMER COMPANY: FORMER CONFORMED NAME: CALIPER TECHNOLOGIES CORP DATE OF NAME CHANGE: 19990921 8-K 1 b54118cle8vk.htm CALIPER LIFE SCIENCES, INC. e8vk
Table of Contents

 
 

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): March 14, 2005


CALIPER LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)


         
Delaware   0-28229   33-0675808
         
(State or other jurisdiction of
incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
68 Elm Street, Hopkinton, Massachusetts
(Address of Principal Executive Offices)
  01748
(Zip Code)

(508) 435-9500
(Registrant’s telephone number, including area code)


Check the appropriate box below if the Forum 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):

     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))

 
 

 


TABLE OF CONTENTS

ITEM 1.01. Entry into a Material Definitive Agreement.
ITEM 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.18 Caliper Performance Bonus Plan
EX-10.20 Summary Cash Compensation Sheet


Table of Contents

ITEM 1.01. Entry into a Material Definitive Agreement.

On March 14, 2005, the Board of Directors (the “Board”) of Caliper Life Sciences, Inc., a Delaware corporation (“Caliper”), upon the recommendation of the Compensation Committee of the Board of Directors, approved bonuses for calendar year 2004 and annual salaries effective as of March 1, 2005 for Mr. E. Kevin Hrusovsky and the named executive officers set forth on the Summary Cash Compensation Sheet attached as Exhibit 10.20 to this Current Report and incorporated herein by reference.

Mr. Hrusovsky’s 2004 bonus was determined by the Board based upon the terms of the Key Employee Agreement between Mr. Hrusovsky and Caliper and the Board’s evaluation of Mr. Hrusovsky’s performance as Caliper’s CEO during 2004. The bonuses for 2004 for the other named executive officers listed in the Summary Cash Compensation Sheet were determined by the Board based upon the terms of the Caliper Performance Bonus Plan (the “Performance Bonus Plan”) and the Board’s evaluation of such officers’ performance of their respective employment responsibilities during 2004. A copy of the Performance Bonus Plan is attached as Exhibit 10.18 to this Current Report and is incorporated herein by reference. As contemplated by the Performance Bonus Plan, the Board has established corporate performance metrics for 2005 based on Caliper’s 2005 revenue achievement, Caliper’s 2005 EBITDA, Caliper’s year-end cash position, and Caliper's goal to achieve positive cash flow from operations during the fourth quarter of 2005.

In addition to these named executive officers, the Board also approved 2005 annual base salaries and, in certain cases 2004 performance bonuses, for five other executive officers in amounts commensurate to their position and role with Caliper.

ITEM 9.01. Financial Statements and Exhibits.

(c) Exhibits.

     
Exhibit No.   Exhibit
10.18
  Caliper Performance Bonus Plan
10.20
  Summary Cash Compensation Sheet

 


Table of Contents

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.
         
  Caliper Life Sciences, Inc.
 
 
Date: March 16, 2005  By:   /s/ Thomas T. Higgins    
    Thomas T. Higgins   
    Principal Financial Officer   
 

 


Table of Contents

EXHIBIT INDEX

     
Exhibit No.   Exhibit
 
   
10.18
  Caliper Performance Bonus Plan
 
   
10.20
  Summary Cash Compensation Sheet

 

EX-10.18 2 b54118clexv10w18.htm EX-10.18 CALIPER PERFORMANCE BONUS PLAN exv10w18
 

Exhibit 10.18

Caliper Performance Bonus Plan

     This Performance Bonus Plan (the “Bonus Plan”) for employees of Caliper Life Sciences, Inc. (“Caliper” or the “Company”) covers the period from January 1 to December 31 of each calendar year. This contains the entire agreement between you and the Company on this subject, and supercedes all prior performance bonus compensation programs of the Company and all other previous oral or written statements to you regarding any performance bonus. The Company reserves the right to modify any of the provisions of this Bonus Plan at any time with 10 days’ written notice. This Bonus Plan may be modified only in a writing signed by a Company officer.

     All Caliper employees other than the Chief Executive Officer and sales employees on sales incentive plans are eligible to participate in the Bonus Plan. No bonus amounts are guaranteed and all bonuses must be earned in accordance with the terms of this Bonus Plan. Whether and how much of a performance bonus has been earned, and determination of whether an employee is in good standing, is in the sole discretion of the Company.

     No bonus is considered earned under this Bonus Plan until the time that such bonus is paid under the terms of this Bonus Plan. Thus, in the event that a Bonus Plan participant’s employment has been terminated (either by the Company or by the employee), the participant will not be entitled to any bonus that has not been paid prior to the termination date.

     It is the intention that performance bonuses under this Bonus Plan will be paid by March 15th of the following calendar year after individual performance reviews for the previous year have been completed, and after the Board has determined the degree to which Caliper has attained its corporate goals for the previous year. Employees who are hired during the year are entitled to receive a prorated performance bonus based on their actual time of service during the year.

     An employee’s performance bonus will be based on (i) the employee’s individual performance assessment (as determined in connection with the employee’s annual performance review by his or her manager) and (ii) the Board of Director’s assessment of the degree to which Caliper has attained its corporate goals for the year, except for employees at the 5% bonus potential level, for whom there is no corporate performance component in the bonus calculation.

     An individual employee’s performance objectives will be set by the employee’s supervisor at the beginning of the bonus period. It is the responsibility of both the employee and his or her supervisor to ensure such written objectives are set. No performance bonus will be paid unless the employee attains 70% or more of his or her overall performance objectives. Where numerous performance objectives are listed but no weighting of relative importance of performance objectives is provided, the Company will determine in its sole discretion how much weighting each performance objective should be provided. The Company, in its sole discretion, will determine whether an employee attained a percentage of any one performance objective and will consider any such pro rata attainment when assessing the employee’s attainment of overall performance objectives.

 


 

     Caliper’s Board of Directors will determine the objectives to be met by the Company in each calendar year, as well as the degree to which the corporate goals for such year have been attained.

     The performance bonus calculation is as follows:

          Base Earnings X Target Bonus Percentage = Bonus Opportunity

          Bonus Opportunity X Individual Rating X Corporate Rating (for most employees) = Bonus Earned

     Nothing in this Bonus Plan is intended to alter the at-will nature of your employment, that is, your right or the Company’s right to terminate your employment at will, at any time, with or without cause.

 

EX-10.20 3 b54118clexv10w20.htm EX-10.20 SUMMARY CASH COMPENSATION SHEET exv10w20
 

Exhibit 10.20

Summary Cash Compensation Sheet

                     
Name   Title   2004 Bonus   2005 Salary
E. Kevin Hrusovsky
  President and Chief Executive Officer   $ 418,000     $ 400,000  
 
                   
Stephen E. Creager
  Vice President and General Counsel   $ 69,300     $ 221,000  
 
                   
Peter McAree
  Vice President,
Finance
  $ 76,877     $ 173,000  
 
                   
Will Kruka
  Vice President,
Business Development
  $ 81,576     $ 215,000  
 
                   
Andrea Chow
  Vice President,
Microfluidics R&D
  $ 57,475     $ 200,000  

As previously disclosed on a Report of Form 8-K filed on December 14, 2004, the annual salary for Thomas T. Higgins, Executive Vice President and Chief Financial Officer of Caliper, who commenced employment with Caliper on January 10, 2005, was previously established by the Board at $260,000. Because his employment commenced with Caliper after the beginning of the year, Mr. Higgins was not paid a bonus for 2004.

-----END PRIVACY-ENHANCED MESSAGE-----