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): February 28, 2017
| 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 David Jacques as Vice President – Research & Development.
Effective February 28, 2017 Mr. Jacques joined Second Sight Medical Products, Inc. (the “Company”) as Vice President – Research & Development.
Mr. Jacques, age 54, has from 2012 through 2016 been a principal of his management consulting firm where his clients included various high tech companies including Second Sight Medical Products, Inc.. His duties and responsibilities included analyzing existing and leading edge technologies, aiding in assembly of world class engineering teams, working with management to devise innovative systems and continuous improvement of enterprise systems, and managing multiple complex projects. From 2012 to 2014 Mr. Jacques also was founder and Chief Technology Officer of AcuteTeleCare, LLC, a developer of a next generation, state of the art telemedicine platform to facilitate rapid diagnosis and treatment for patients with acute conditions, such as cerebral stroke. From 2006 to 2012 Mr. Jacques also served as Vice President, Research & Development at Stereotaxis, Inc. where he was the company leader of all engineering teams specializing in organizational evaluation, role identification and structural effectiveness for a high-tech leading edge medical manufacturer. He earned a Bachelor of Science, Electrical Engineering degree from the University of Arizona.
There is no family relationship between Mr. Jacques and the Company’s officers and directors. Other than the employment terms described below, and the consulting services provided to the Company as noted above, for which he received over $122,000 in 2016, Mr. Jacques 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. Jacques will be paid an annual salary of $250,000 and will be entitled to receive an annual cash bonus of up to 30% of base annual salary that will be based on board established performance standards and goals to be met by Mr. Jacques. Mr. Jacques was also allowed a one-time payment of $15,000 to cover his relocation and moving costs.
The board of directors has approved the grant to Mr. Jacques of options to purchase 150,000 shares of common stock pursuant to the Second Sight Medical Products 2011 Equity Incentive Plan, at a strike price of $1.67 per share. These options vest over a four year term of which 37,500 options vest on February 28, 2018, with the remaining options vesting quarterly over three years thereafter.
Mr. Jacques’ employment with the Company is at will and may be terminated with or without cause at any time. Mr. Jacques is entitled to severance compensation in the event of termination in accordance with the Company’s severance plan. In the event Mr. Jacques’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.
ITEM 8.01 Other Events
On March 2, 2016 the Company issued a press release announcing the appointment of David Jacques as Vice President – Research & Development. A copy of the Company’s press release entitled “Second Sight Appoints David Jacques as Vice President – Research & Development” is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
| Exhibit No. | Description |
| 99.1 | Press Release issued March 2, 2017 |
| -2- |
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 5, 2017
SECOND SIGHT MEDICAL PRODUCTS, INC.
| /s/ Thomas B. Miller | |
| By: Thomas B. Miller | |
| Chief Financial Officer |
| -3- |
Exhibit 99.1
Second Sight Appoints David Jacques as Vice President of Research and Development
SYLMAR, Calif.--(BUSINESS WIRE)-- 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 David Jacques as Vice President of Research and Development.
"David has over 30 years of experience in the medical and semiconductor equipment industries. Since June 2016, he has been an important contributor as a consultant to our R&D team, so I am pleased that he has joined us full-time as we execute our R&D strategy," stated Will McGuire, President and CEO of Second Sight.
"David will have responsibility for all areas of research and development as we continue strengthening an organization focused on delivering new, innovative products to restore sight to an increasing population of blind individuals. David's proven leadership skills in motivating engineering teams will complement our efforts to expand the commercial presence of the Argus II® Retinal Prosthesis to ultimately address the nearly eight million individuals worldwide who are blind due to causes that today have no treatment," added McGuire.
David's experience includes senior leadership roles and consulting positions at multiple medical device companies, including Stereotaxis, Intuitive Surgical, Volcano and others. He is a graduate of the University of Arizona, with a BS in Electrical Engineering.
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, Saudi Arabia, Spain, 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. Second Sight is currently 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," "strives," "may," "will," "expects," "intends," "believes," "should," and similar expressions or the negative versions thereof and which also may be identified by their context. All statements that address operating performance or events or developments that Second Sight expects or anticipates will occur in the future are forward-looking statements. 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, as amended on August 8, 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.
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or
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Managing Director
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Source: Second Sight Medical Products, Inc.