8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 21, 2016

SECOND SIGHT MEDICAL PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

California

(State or Other Jurisdiction of Incorporation)

333-198073	02-0692322
(Commission File Number)	(IRS Employer Identification No.)

	12744 San Fernando Road, Suite 400 Sylmar, California 91342
(Address of Principal Executive Offices)
(818) 833-5000
(Registrant's Telephone Number, Including Area Code)
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Steve Okland as Commercial Vice President, U.S. and Canada.

On March 24, 2016 Second Sight Medical Products, Inc. (the “Company”) announced that it had appointed Mr. Okland as Commercial Vice President, U.S. and Canada, replacing Anthony Moses who has resigned, but who will remain an employee until April 15, 2016, to aid in the transition. A copy of the Company’s press release entitled “Second Sight Appoints Steven D. Okland, Jr. as Commercial Vice President, U.S. and Canada” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Mr. Okland, age 52, joins Second Sight from Sanford Rose Associates – Okland Group, Inc., where he served as President and specialized in commercial executive talent acquisition for early stage to mid-cap size companies in the medical device space. Previously, he served as Vice President, Worldwide Marketing and Sales, at Miramar Labs, Inc., a company that develops, manufactures, and distributes medical devices to treat dermatologic medical conditions, where he led allcommercialization activities. At Medivance, Inc., Mr. Okland served as Vice President, Worldwide Marketing and U.S. Sales and directed the turnaround of all commercialization activities resulting in a $250M acquisition by Bard Medical. At Spectranetics, Inc., as Vice President, U.S. Sales and Marketing, he directed all U.S. sales and marketing operations during a period when the company was named to Fortune’s 100 Fastest Growing Companies three years in a row. Mr. Okland also served as Chief Operating Officer of a medical device start-up company, directing and managing sales, marketing, R&D and manufacturing operations. He held positions of increasing responsibility during 12 years at Boston Scientific Corporation and at Johnson & Johnson Medical, Inc., where he began his career. He earned a Bachelor of Science degree from the University of Wisconsin and a Masters of Business Administration from Texas Christian University.

There is no family relationship between Mr. Okland and the Company’s officers and directors. Other than the employment terms described below, Mr. Okland and the Company have not entered into any transaction, nor is any transaction proposed, which would require disclosure pursuant to Item 404(a) of Regulation S-K.

Mr. Okland will be paid an annual salary of $260,000. Mr. Okland will also be entitled to receive bonuses that will be based on board established performance standards and goals to be met by Mr. Okland.

Upon board approval, the Company will grant Mr. Okland an option pursuant to Second Sight Medical Products 2011 Equity Incentive Plan, for the purchase of 150,000 shares of the Company’s common stock. The per share exercise price of the option and vesting terms will be determined at the date of board approval and the term of the option will be four years.

Mr. Okland’s employment with the Company is at will and may be terminated for or without cause. Mr. Okland is not entitled to any severance compensation in the event of termination. In the event Mr. Okland’s employment terminates all unvested options will immediately lapse, and any vested, but unexercised options will expire 30 days from the date of the termination of employment. A copy of the Company's offer letter to Mr. Okland is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.

ITEM 8.01 Other Events

On March 24, 2016 Second Sight Medical Products, Inc. (the “Company”) issued a press release announcing the appointment of Steve Okland as Commercial Vice President U.S. and Canada. A copy of the Company’s press release entitled “Second Sight Appoints Steven D. Okland, Jr. as Commercial Vice President, U.S. and Canada” is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.	Description
10.1	Offer Letter  accepted March 21, 2016  between Second Sight Medical Products, Inc. and Steve Okland
99.1	Press Release issued March  24, 2016

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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.

Date: March 24, 2016

SECOND SIGHT MEDICAL PRODUCTS, INC.

/s/ Thomas B. Miller

By: Thomas B. Miller

Chief Financial Officer

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EX-10.1

Exhibit 10.1

March 17, 2016

Mr. Steve Okland

17536 Cabin Hill

Black Forest, CO 80908

Dear Steve:

It gives me great pleasure to present you with this formal offer of employment with Second Sight Medical Products, Inc. (Second Sight), for the position of Commercial Vice President, North America, reporting directly to Will McGuire, President and CEO. Your annual salary will be $260,000 which equates to $10,833.34 on a semi-monthly basis.

Second Sight offers the following benefit package*:

· Two weeks paid vacation annually, which is based on an accrual basis

· Paid sick time

· Ten paid holidays per calendar year

· Paid life insurance

· Short and long-term disability insurance

· Voluntary Employee Stock Purchase Plan

· 40IK tax-sheltered Savings Plan with company match

· Group health, dental and vision insurance for you and your eligible dependents paid with employer and employee contributions

· Executive health reimbursement plan

· Tuition reimbursement, should you be interested in furthering your education along certain professional related lines

· Voluntary flexible spending account – you may choose to participate in one or more of the options offered: before tax insurance premiums, health spending account and/or dependent or elder care spending account

· Bonus plan with annual target equal to 35% of base salary. A portion of bonus (50 to 100%) to be paid quarterly based on achievement of goals. Max payout equal to 130% of target payout with overachievement of stated goals. Details of bonus plan to be agreed to after start of employment.

· Upon Board approval, you will also be issued an option to purchase 150,000 shares of Second Sight common stock according to Second Sight’s Stock Option Plan.

*AII benefits subject to change on annual basis.

Acceptance of this offer does not require relocation from Colorado and establishment of permanent residence in the Los Angeles area. However, should your job responsibilities change such that relocation is deemed necessary, a competitive relocation package will be provided with terms to be agreed to by both parties.

As part of your employment, you must be able to travel Domestic/International at least 50% of the time (sometimes more). You will receive reimbursement for all reasonable and prudent expenses incurred in the normal conduct of Company business.

Second Sight Medical Products, Inc.

12744 San Fernando Road - Bldg. 3

Sylmar, CA 91342-USA

Tel: +1(818) 833-5000 - Fax: +1 (818) 833-5067

www.2-sight.com

Additionally, this offer is subject to the following conditions. First, employment with Second Sight is not for a specific term and is at the mutual consent of yourself and Second Sight. Accordingly, either party can terminate the employment relationship, at will, with or without cause, at any time. Second, employment disputes will be subject to a mutual Arbitration Agreement that provides for any and all disputes arising out of employment with the company; that the parties are entitled to reasonable discovery; and that Second Sight will bear the costs for the arbitration proceedings.

This offer is contingent upon a successful completion of a background screening and post-employment drug screen, along with your ability to meet the requirements of the Immigration Reform and Control Act (1996). In order to comply with this legal obligation, you must provide proof of your eligibility to legally work in the United States of America and complete an Employment Eligibility Verification form (I-9) within three days of hire.

This agreement and any additions or amendments thereto shall be governed in accordance with the laws of the State of California. The terms and conditions set forth in this offer letter, if accepted by you, will be the entire agreement between the Company and you with regard to your employment and will supersede any other agreements, whether written or oral, with regard to the subject of employment.

Your expected start date is March 28, 2016. This offer is contingent upon our receipt of your written or telegraphic acceptance no later than the close of normal business March 21, 2016. If you do not provide notification of your acceptance by the date previously mentioned, we will assume that you decline the offer. Should you have any questions regarding the details of this offer, please contact Janella Quintero, Human Resources Manager, at (818) 833-5043.

Sincerely,

Will McGuire

Second Sight Medical Products, Inc.

President and CEO

I ACKNOWLEDGE THAT I HAVE READ, UNDERSTAND, ACCEPT AND AGREE TO THE TERMS OF EMPLOYMENT:

/s/ Steve Okland	3/21/2016
Signature	Date

EX-99.1

Exhibit 99.1

Second Sight Appoints Steven D. Okland Jr. as Commercial Vice President, U.S. and Canada

Sylmar, CA.—March 24, 2016— Second Sight Medical Products, Inc. (NASDAQ: EYES) ("Second Sight" or "the Company"), a developer, manufacturer and marketer of implantable visual prosthetics that provide some useful vision to blind patients, today announced the appointment of Steven D. Okland Jr. to Commercial Vice President, U.S. and Canada.

“Steve brings more than 25 years of expertise in the medical device industry and proven sales and marketing leadership skills to Second Sight,” said Will McGuire, President and CEO of Second Sight. “Steve’s success in driving the growth of novel medical device technologies in early stages of commercialization will be invaluable in achieving our strategic goals. He has a proven track record of identifying talent and developing sales and marketing teams, which make him the right leader to advance our efforts to support existing and new implanting centers,” added McGuire.

“Steve will be responsible for our commercialization efforts in the U.S. and Canada, including sales, marketing, and customer service. With Steve’s expertise, we look forward to building upon the progress we have already made to expand the commercial presence of the Argus II Retinal Prosthesis and ultimately address the eight million individuals blind due to causes that today have no treatment,” concluded McGuire.

Mr. Okland joins Second Sight from Sanford Rose Associates – Okland Group, Inc., where he served as President and specialized in commercial executive talent acquisition for early stage to mid-cap size companies in the medical device space. At Miramar Labs, Inc., a medical device company focused on treating dermatologic medical conditions, he served as Vice President, Worldwide Marketing and Sales, leading all commercialization activities. At Medivance, Inc., Steve served as Vice President, Worldwide Marketing and U.S. Sales and directed the turnaround of all commercialization activities resulting in a $250M acquisition by Bard Medical. At Spectranetics, Inc., as Vice President, U.S. Sales and Marketing, he directed all U.S. sales and marketing operations during a period when the company was named to Fortune’s 100 Fastest Growing Companies three years in a row. Steve also served as Chief Operating Officer of a medical device start-up company, directing and managing sales, marketing, R&D and manufacturing operations. He held positions of increasing responsibility during twelve years at Boston Scientific Corporation and at Johnson & Johnson Medical, Inc., where he began his career. He earned a Bachelor of Science degree from the University of Wisconsin and a Masters of Business Administration from Texas Christian University.

About the Argus II® Retinal Prosthesis System

Second Sight's Argus II System provides electrical stimulation that bypasses the defunct retinal cells and stimulates remaining viable cells inducing visual perception in individuals with severe to profound Retinitis Pigmentosa. The Argus II works by converting images captured by a miniature video camera mounted on the patient's glasses into a series of small electrical pulses, which are transmitted wirelessly to an array of electrodes implanted on the surface of the retina. These pulses are intended to stimulate the retina's remaining cells, resulting in the perception of patterns of light in the brain. The patient then learns to interpret these visual patterns, thereby regaining some visual function. The Argus II is the first artificial retina to receive widespread approval, and is offered at approved centers in Canada, France, Germany, Italy, Netherlands, Saudi Arabia, Spain, Switzerland, Turkey, United Kingdom, and the U.S.

About Second Sight

Second Sight's mission is to develop, manufacture and market innovative implantable visual prosthetics to enable blind individuals to achieve greater independence. Second Sight has developed and manufactures the Argus® II Retinal Prosthesis System. Enrollment is underway in a trial to test the safety and utility of the Argus II in individuals with Dry Age-Related Macular Degeneration. Second Sight is also developing the Orion™ I Visual Cortical Prosthesis to restore some vision to individuals who are blind due to causes other than preventable or treatable conditions. U.S. Headquarters are in Sylmar, California, and European Headquarters are in Lausanne, Switzerland. For more information, visit www.secondsight.com.

Safe Harbor

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange and Exchange Act of 1934, as amended, which are intended to be covered by the "safe harbor" created by those sections. All statements in this release that are not based on historical fact are "forward looking statements." These statements may be identified by words such as "estimates," "anticipates," "projects," "plans," or "planned," "seeks," "may," "will," "expects," "intends," "believes," "should," "potentially," "objectives," and similar expressions or the negative versions thereof and which also may be identified by their context. While management has based any forward looking statements included in this release on its current expectations, the information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, as a result of various factors including those risks and uncertainties described in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Annual Report on Form 10-K as filed on March 11, 2016 and our other reports filed from time to time with the Securities and Exchange Commission. We urge you to consider those risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained herein (or elsewhere) to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Investor Relations:

Institutional Investors

In-Site Communications, Inc.

Lisa Wilson, 212-452-2793

President

lwilson@insitecony.com

or

Individual Investors

MZ North America

Matt Hayden, 949-259-4896

Chairman

matt.hayden@mzgroup.us