-----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, UJrn+7cO3mi1tnKPh22g+bT5hmEWorWvehzxtK/9Rp8dibkA6y39ZV2MQBebj78C 6ngT1sF+q1Rqegj0+aaBEg== 0001193125-06-173792.txt : 20060815 0001193125-06-173792.hdr.sgml : 20060815 20060815151533 ACCESSION NUMBER: 0001193125-06-173792 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060814 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060815 DATE AS OF CHANGE: 20060815 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: 061034989 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 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): August 14, 2006

 


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 1.01. Entry into a Material Definitive Agreement.

On August 14, 2006, NMT Medical, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Amended and Restated Employment Agreement (the “Agreement”) with Richard E. Davis, the Company’s Vice President and Chief Financial Officer, providing for an extension of Mr. Davis’s current term of employment from its current termination date, December 31, 2006, to December 31, 2008. In addition, the Amendment provides that such term shall be automatically extended by an additional one-year term in the event that the Company fails to provide written notice of non-renewal of the Agreement to Mr. Davis not later than 180 days prior to the expiration of his then current employment term.

In addition, the Amendment also modifies certain arrangements relating to health insurance. Specifically, in the event (i) Mr. Davis dies during the term of his employment or (ii) a change of control of the Company occurs, the Amendment provides for the continuation of employee medical and dental insurance benefits for each of Mr. Davis’s children who is under the age of 22 at the time of such event, Mr. Davis’s spouse and, in the case of clause (ii), Mr. Davis for a period of 24 months following the month in which the event referenced in clause (i) or clause (ii) occurs. In addition, in the event the Company does not renew the Agreement in accordance with its terms, the Amendment provides for the continuation of medical and dental insurance benefits for each of Mr. Davis’s children who is under the age of 22 at the time of such event, Mr. Davis’s spouse and Mr. Davis for a period of 12 months following the month in which the Agreement is no longer in effect. Except for the insurance coverage provided following Mr. Davis’s death, the Amendment provides that the Company is not required to provide insurance continuation described above to the extent such benefits are being provided to Mr. Davis from another insurance carrier.

The Amendment also revises the payments to be made to Mr. Davis in the event of a change of control of the Company under the Agreement. Such cash payment will be equal to a percentage ranging from .25% to 1% of the total deal consideration paid by an acquirer in a transaction constituting a change of control of the Company. The percentage paid to Mr. Davis will vary based on the amount of the total deal consideration.


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: August 15, 2006   By:  

/s/ John E. Ahern

John E. Ahern,

President and Chief Executive Officer

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