-----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, HNuwG8fJoy2og+FpeP7c+xHINwNaiB9bF4PRRaW/HlDW2NTQZRcxe+pHFNEIuiRD 2CXSfz/HX/UXrx07zyYq3w== 0001342505-08-000007.txt : 20080409 0001342505-08-000007.hdr.sgml : 20080409 20080409142902 ACCESSION NUMBER: 0001342505-08-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080408 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080409 DATE AS OF CHANGE: 20080409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELLENT INC CENTRAL INDEX KEY: 0001342505 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-130470 FILM NUMBER: 08747407 BUSINESS ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 BUSINESS PHONE: 866-899-1392 MAIL ADDRESS: STREET 1: 200 WEST 7TH AVE CITY: COLLEGEVILL STATE: PA ZIP: 19426 8-K 1 a8k.htm APPOINTMENT a8k.htm
 



 
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):  April 8, 2008
 

ACCELLENT INC.
(Exact name of registrant as specified in its charter)
 
 
Maryland
 
333-130470
 
84-1507827
(State or other jurisdiction of
incorporation)
 
(Commission File Number)
 
(IRS Employer Identification
Number)
 
100 Fordham Road
Wilmington, Massachusetts
 
01887
(Address of principal executive offices)
 
(Zip Code)
 
(978) 570-6900
(Registrant’s telephone number, including area code)

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):

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))
 

 



 
 
 

 

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(c) On April 8, 2008, the board of directors of Accellent Inc. (the “Company”) appointed Craig C. Campbell, age 38, as Vice President, Controller and Chief Accounting Officer of the Company, effective April 28, 2008 and until his successor is elected and qualifies or until his earlier death, resignation or removal. Mr. Campbell most recently was Vice President Finance and Corporate Controller for NaviSite Inc., a publicly traded provider of internet hosting and outsourcing services, from April 2007 to April 2008.  From October 2003 to April 2007, Mr. Campbell was a Managing Director for Zimmerman & Co. LLC, a firm providing Sarbanes-Oxley outsourcing services and technical accounting advisory services for publicly traded companies.  Prior to joining Zimmerman & Co. LLC, Mr. Campbell was Controller, Secretary and Treasurer for Coriolis Networks, Inc., a company that designed, developed and manufactured integrated optical networking systems, from March 2000 to March 2003.  Mr. Campbell is a Certified Public Accountant and holds a Bachelor of Business Administration in Accounting from the University of Massachusetts at Amherst.

Mr. Campbell has executed a letter agreement with the Company with respect to his employment.  Under the agreement, Mr. Campbell is entitled to an annual salary of $175,000, subject to subsequent adjustment.  In addition, the Company will grant Mr. Campbell options to purchase 35,000 shares of Accellent Holdings Corp. common stock.  The options vest over a five-year term, and 17,500 of the options granted vest only if the Company achieves certain financial performance targets.  Mr. Campbell may also be eligible for an annual target bonus of 30% of his annual base salary (the “Annual Target Bonus”), prorated from the date of hire and based upon Mr. Campbell reaching individual and Company related performance milestones.  Mr. Campbell may also be eligible for bonuses in excess of the Annual Target Bonus for substantially exceeding the milestones set forth, as well as for other extraordinary performance.  Mr. Campbell is eligible to participate in all employee benefit programs.

A copy of the letter agreement between Mr. Campbell and the Company is attached to this current report as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

Exhibit No.  Description

99.1
Letter Agreement between Craig Campbell and Accellent Inc.










 
 
 

 

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:  April 8, 2008
ACCELLENT INC.
     
 
By:
/s/ Jeremy A. Friedman
   
Name:  Jeremy A. Friedman
Title:    Chief Financial Officer
     


 
 
 

 

EXHIBIT INDEX

Exhibit No.          Description




 
 
 

 

EX-99.1 2 ex99-1.htm LETTER AGREEMENT ex99-1.htm
 


Exhibit 99.1

March 31, 2008

Mr. Craig Campbell
3 Shetland Circle
Tyngsborough, MA 01879

Dear Craig;

I am very pleased to offer you the position of Vice President, Corporate Controller/Chief Accounting Officer, Accellent, reporting directly to me. The position will be based in the Wilmington, MA area.  The general terms of your employment offer, including compensation and benefits, are described below:

·  
Your initial base salary shall be $7,291.66 paid semi-monthly, $175,000 annualized, less applicable withholding taxes.  Your salary will be reviewed on a periodic basis consistent with the procedures used by the Company for other similarly situated Company employees.
·  
Your Annual Incentive Bonus Target will be thirty percent (30%) of your base salary prorated as of your date of hire.  The bonus plan and target measures may be altered from time to time at the discretion of the Company.  You will not be entitled to payment of any Annual Incentive Bonus or any prorate portion thereof unless you are actively employed on the date such bonus is paid.
·  
Subject to approval of Accellent’s Board of Directors and your execution of the applicable Accellent option grant agreement, you shall be granted the option to purchase 35,000 shares of Stock at a purchase price equal to fair market value as determined by the Board of Directors on the date of grant.   The stock options shall be governed by the terms and conditions detailed in the Accellent Holding Corp. Stock Option Plan and the separate stock option agreement.
·  
Subject to the terms and conditions of eligibility, you will be eligible to participate in benefit plans generally made available to Corporate employees as such may be amended from time to time.  Such benefits currently include medical and dental coverage, a 401k plan, life and disability insurance coverage, our Section 125 Flexible Spending Plan and other programs.
·  
You will be eligible to accrue 3 weeks vacation pursuant to the Company’s vacation policy, prorated from date of hire.
·  
You will be entitled to reimbursement for business related out-of-pocket expenses, which include: mileage, meals and other appropriate business related expenses.

This offer is contingent on the following:

·  
Joining us as a regular employee not later than Monday, April 28, 2008.
·  
Signed acceptance of this offer on or by Monday, March 31, 2008.
·  
Passing the required drug screen, reference and background-check prior to your start date.  By signing this offer letter, you authorize all background checks, and agree to release medical information based on your drug test.  The local Human Resources department will provide you with the necessary paperwork to complete the pre-employment screen at the Company’s expense.   You will be required to sign appropriate authorizations in connection with such background checks.
·  
In conjunction with your start of employment you will be required to sign among other items our standard Non-Disclosure, Non-Solicitation, Non-Competition and Invention Assignment agreement.
·  
The federal government requires all employers to verify an employee’s eligibility to work in the United States.  Please bring with you on your first day of employment documentation to prove your eligibility status.

This letter shall not be construed as an agreement, either express or implied, to employ you for any stated term, and shall in no way alter Accellent’s policy of employment at will, under which both you and Accellent remain free to end the employment relationship, for any reason, at any time, with or without notice.  Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company.  This letter supersedes all prior understandings, whether written or oral, relating to the terms of your employment.

By signing this offer letter you represent that you are not bound by any employment contract, restrictive covenant such as a non-compete or other restriction preventing you from entering into employment with Accellent. Furthermore, you are not bound by any agreement that will prevent you from carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.

Craig, we look forward to working with you and welcome you to the leading supplier of goods and services to the medical device industry. We have a lot of work to do, but the personal rewards will be significant.

Please do not hesitate to contact me if you have any questions.

Sincerely,

/s/ Jeremy A. Friedman

Jeremy Friedman
Chief Financial Officer
Accellent



AGREED TO AND ACCEPTED BY:


  /s/ Craig C. Campbell  
  3/31/2008
Craig Campbell
 
Date


 
 

 

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