-----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, OKWWz18K4NEG5yXnNlhJwrs8e4OkR+syqoHAX0RqVWnv8kLV8LTEwVem/reuxH4g 2P3yz2486TP7ceZRzYlzKQ== 0001157523-10-003277.txt : 20100519 0001157523-10-003277.hdr.sgml : 20100519 20100519114228 ACCESSION NUMBER: 0001157523-10-003277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100518 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100519 DATE AS OF CHANGE: 20100519 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NMT MEDICAL INC CENTRAL INDEX KEY: 0001017259 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 954090463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21001 FILM NUMBER: 10844499 BUSINESS ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6177370930 MAIL ADDRESS: STREET 1: 27 WORMWOOD STREET CITY: BOSTON STATE: MA ZIP: 02210 FORMER COMPANY: FORMER CONFORMED NAME: NITINOL MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19960619 8-K 1 a6297574.htm NMT MEDICAL, INC. 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): May 18, 2010


NMT Medical, Inc.
(Exact Name of Registrant as Specified in Charter)


Delaware

000-21001

95-4090463

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

 

(IRS Employer

Identification No.)

27 Wormwood Street
Boston, Massachusetts

 

02210-1625

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (617) 737-0930

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):

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 5.02.

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

(a) and (d) Effective May 18, 2010, the Company’s Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, voted to elect Paul H. Kramer, M.D. as a new director of the Company, pending his acceptance of the Company’s offer to join the Board and the delivery of certain information, to serve until his successor is elected and qualified. With his election, the Company is increasing the number of seats on its Board to eight.

Dr. Kramer currently serves as the Chairperson of the Department of Cardiology and Medical Director of the Cardiac Catheterization Laboratory at the Liberty Regional Heart and Vascular Center, Liberty Hospital, Liberty, Missouri.   Dr. Kramer trained in Cardiovascular Medicine at the University of California, San Francisco. He received a B.A. in Biological Sciences from the University of Chicago and an M.D. from the University of North Carolina.  Dr. Kramer has spent most of his career working in Interventional Cardiology as a practitioner, researcher, and educator.  He has been involved in the diagnosis and treatment of structural heart disease for more than 20 years, including percutaneous closure of patent foramen ovale and atrial septal defects and has been involved with the NMT family of treatment devices since inception.

The Board of Directors has determined that Dr. Kramer is an independent director under the rules of the NASDAQ Stock Market that are applicable to the Company. There is no arrangement or understanding between Dr. Kramer and any person pursuant to which he was selected as a Director. Dr. Kramer is not a party to any transaction subject to Section 404(a) of Regulation S-K involving the Company.

In connection with Dr. Kramer’s election as a director, he will receive an option grant to purchase 20,000 shares of the Company’s common stock pursuant to the Company’s 2007 Amended and Restated Stock Incentive Plan. This option grant vests in equal monthly installments over a three-year period.

On May 19, 2010, the Company also announced that current Board member Cheryl L. Clarkson, who has served as a director since 2001, has decided not to stand for re-election at the Company’s 2010 Annual Meeting of Shareholders, and accordingly, her tenure as a director of the Company will end immediately prior to the Company’s  2010 Annual Meeting.  At that time, the Company will reduce the number of board seats back to seven.

The full text of the press release announcing Dr. Kramer’s election to the Board of Directors and Ms. Clarkson’s decision not to stand for re-election is attached as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

See Exhibit Index attached hereto.



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NMT MEDICAL, INC.

 
Date: May 19, 2010 By:

/s/ Richard E. Davis

Richard E. Davis

Chief Operating Officer and Chief Financial

Officer


Exhibit Index

Exhibit No.

 

Description

99.1

Press Release dated May 19, 2010.

EX-99.1 2 a6297574ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

NMT Medical Appoints Paul H. Kramer, MD, to Board of Directors

Board Member Cheryl L. Clarkson Will Not Stand for Re-Election;
Company to Host Annual Meeting of Shareholders on July 27

BOSTON--(BUSINESS WIRE)--May 19, 2010--NMT Medical, Inc. (NASDAQ: NMTI) announced today that it has appointed Paul H. Kramer, MD, 59, to its Board of Directors. With his appointment, NMT is increasing the number of seats on its Board to eight.

“We are honored to have such an esteemed cardiologist serve on NMT’s Board,” said James J. Mahoney, Jr., Chairman of NMT’s Board of Directors. “Dr. Kramer is a recognized leader in the diagnosis and treatment of structural heart disease and is intimately familiar with our product family. Through his extensive clinical trial experience and active involvement in the interventional cardiology community, Dr. Kramer brings a unique perspective to our Board regarding the potential role of percutaneous cardiovascular interventions to prevent stroke. We look forward to his contributions to the Board as we await the CLOSURE I trial results.”

NMT also announced that current Board member, Cheryl L. Clarkson, who has served as a director since 2001, has decided not to stand for re-election at NMT’s 2010 Annual Meeting of Shareholders. At that time, NMT will reduce the number of board seats back to seven.

“For the past nine years, Cheryl Clarkson has been a valuable asset and trusted advisor to NMT and the Board,” said Mahoney. “We thank Cheryl for her guidance and excellent judgment during a period of significant progress for NMT. On behalf of the Board and the entire NMT team, we wish her well in her future endeavors.”

NMT will hold its 2010 Annual Meeting of Shareholders on Tuesday, July 27 at 2 p.m. ET. The meeting will be held at NMT’s corporate headquarters at 27 Wormwood Street, Boston, MA 02110.

Paul H. Kramer, MD, currently serves as the Chairperson of the Department of Cardiology and Medical Director of the Cardiac Catheterization Laboratory at the Liberty Regional Heart and Vascular Center, Liberty Hospital, Liberty, Missouri. Dr. Kramer trained in Cardiovascular Medicine at the University of California, San Francisco.


He received a B.A. in Biological Sciences from the University of Chicago and an M.D. from the University of North Carolina. Dr. Kramer has spent most of his career working in Interventional Cardiology as a practitioner, researcher, and educator. He has been involved in the diagnosis and treatment of structural heart disease for more than 20 years, including percutaneous closure of patent foramen ovale and atrial septal defects and has been involved with the NMT family of treatment devices since inception.

About NMT Medical, Inc.

NMT Medical is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. NMT is currently investigating with its CLOSURE I clinical trial, the potential connection between a common heart defect that allows a right-to-left shunt or flow of blood through a defect like a patent foramen ovale (PFO) and brain attacks such as embolic stroke, transient ischemic attacks (TIAs) and migraine headaches. A common right-to-left shunt can allow venous blood, unfiltered and unmanaged by the lungs, to enter the arterial circulation of the brain, possibly triggering a cerebral event or brain attack. More than 32,000 PFOs have been treated globally with NMT's minimally invasive, catheter-based implant technology.

Stroke is a leading cause of death in the United States and the leading cause of disability in adults. Each year, 750,000 Americans suffer a new or recurrent stroke and an additional 500,000 Americans experience a TIA.

For more information about NMT Medical, please visit www.nmtmedical.com.

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties or other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed under the heading “Risk Factors” included in the Management's Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, Quarterly Report on Form 10-Q for the period ended March 31, 2010, and subsequent filings with the U.S. Securities and Exchange Commission.

CONTACT:
NMT Medical, Inc.
Richard Davis, 617-737-0930
Chief Operating Officer
red@nmtmedical.com

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