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): October 24, 2011
VOLCANO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-52045 | 33-0928885 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 3661 Valley Centre Drive, Suite 200 San Diego, California |
92130 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 228-4728
(Registrant’s telephone number, including area code)
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:
| ¨ | 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. |
(d) On October 24, 2011, the Board of Directors (the “Board”) of Volcano Corporation (the “Company”) approved an increase to the total number of authorized directors to 10 directors and, upon the recommendation of the Corporate Governance Committee of the Board, elected Leslie V. Norwalk and Eric J. Topol, M.D. to the Board, effective October 24, 2011. Dr. Topol will serve in the class of directors whose term of office expires at the Company’s 2013 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Ms. Norwalk will serve in the class of directors whose term of office expires at the Company’s 2014 annual meeting of stockholders and until her successor is duly elected and qualified, or until her earlier death, resignation or removal. However, the Company intends to submit the ratification of Ms. Norwalk and Dr. Topol’s appointment to an advisory vote of the stockholders at the Company’s 2012 annual meeting of stockholders.
Ms. Norwalk was appointed to the Corporate Governance Committee of the Board, effective immediately upon her election to the Board and Dr. Topol was appointed to the Compensation Committee of the Board, effective immediately upon his election to the Board.
In accordance with the Company’s Non-Employee Director Compensation Policy, each of Ms. Norwalk and Dr. Topol is entitled to receive a $50,000 annual retainer for service as a Board member. Additionally, Ms. Norwalk will receive a supplemental annual retainer of $7,000 for service as a member of the Corporate Governance Committee and Dr. Topol will receive a supplemental annual retainer of $10,000 for service as a member of the Compensation Committee.
On October 24, 2011, in connection their election to the Board and pursuant to the terms of Company’s 2005 Equity Compensation Plan (the “Plan”) each of Ms. Norwalk and Dr. Topol were granted an option to purchase 9,086 shares of Common Stock (the “Initial Options”) and a restricted stock unit award covering 3,500 shares of Common Stock (the “Initial RSU Grants”). The Initial Options vest as to 1/36th of the shares subject to the option per month on an equal monthly basis over a three-year period. The Initial RSU Grants vest as to 1/3 rd of the shares subject to the Initial RSU Grant on each anniversary of the date of grant. In addition, on October 24, 2011, each of Ms. Norwalk and Dr. Topol were granted an option to purchase 3,786 shares of Common Stock (the “Prorated Annual Options”) and an additional restricted stock unit award covering 1,458 shares of Common Stock (the “Prorated Annual RSU Grants”). The Prorated Annual Options vest in equal monthly installments over the next seven months. The shares subject to the Prorated Annual RSU Grants vest in full on the earlier of the date of the Company’s next annual meeting of stockholders and the date of the first anniversary of the last annual meeting of stockholders.
On the date of each annual meeting of stockholders in which he or she is elected or is then serving as a director, each of Ms. Norwalk and Dr. Topol will receive (1) a stock option to purchase shares of the Company’s Common Stock (an “Annual Option Grant”) covering the number of shares of Common Stock (rounded down to the nearest whole share) having a Black-Scholes value, determined as of the grant date, equal to $62,500 and (2) a restricted stock unit (an “Annual RSU Grant”) covering the number of shares of Common Stock (rounded down to the nearest whole share) having a Fair Market Value, determined as of the grant date pursuant to the applicable stock plan, equal to $62,500 (that is, $62,500 divided by the Fair Market Value of a share of Common Stock on the date of grant). The Annual Option Grants will vest as to 1/12th of the shares subject to the Annual Option Grant each month, commencing one month after the date of grant. The Annual RSU Grants will vest as to all of the shares subject to the Annual RSU Grant on the earlier of the date of the next annual meeting of the stockholders and the first anniversary of the date of grant.
Vesting of all of the options and RSUs referred to above will cease if the non-employee director resigns from the Board or otherwise ceases to serve as a non-employee director, unless the Board determines that the circumstances warrant continuation of vesting. If a change in control occurs, and unless otherwise determined by the Board of Directors prior to or in connection with such transaction, as of immediately prior to the effective time of the change in control, all outstanding stock awards under the Plan will automatically accelerate and become fully vested (and any repurchase rights thereon will immediately lapse in full) and exercisable (as applicable).
The Company also entered into a standard form of indemnification agreement with each of Ms. Norwalk and Dr. Topol (the “Indemnification Agreements”) effective upon their election to the Board. The Indemnification Agreements provide, among other things, that the Company will indemnify the director, under the circumstances and to the extent provided for therein, for certain expenses which he or she may be required to pay in connection with certain claims to which he or she may be made a party by reason of his or her position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Bylaws. The Company’s standard form of indemnification agreement was previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-132678), as originally filed on March 24, 2006, and is incorporated herein by reference.
There are no arrangements or understandings between Ms. Norwalk or Dr. Topol and any other persons pursuant to which she or he was elected as a director of the Company. There are no family relationships between Ms. Norwalk or Dr. Topol and any director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Ms. Norwalk or Dr. Topol and the Company.
A copy of the Company’s press release announcing the appointment of Ms. Norwalk and Dr. Topol is attached hereto as Exhibit 99.1 and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-132678), as originally filed on March 24, 2006, and is incorporated herein by reference. | |
| 99.1 | Press release dated October 28, 2011 | |
SIGNATURE
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.
| VOLCANO CORPORATION | ||||||
| Dated: October 28, 2011 |
By: | /s/ John T. Dahldorf | ||||
| John T. Dahldorf | ||||||
| Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 10.1 | Form of Indemnification Agreement, previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-132678), as originally filed on March 24, 2006, and is incorporated herein by reference. | |
| 99.1 | Press release dated October 28, 2011 | |
Exhibit 99.1
Volcano Corporation Appoints Leslie V. Norwalk and Dr. Eric J. Topol
to Board of Directors
San Diego, October 28, 2011 — Volcano Corporation (NASDAQ: VOLC), a leading developer and manufacturer of precision guidance therapy tools designed to enhance the treatment of coronary and peripheral vascular disease, today announced the appointment of Leslie V. Norwalk, Esq., and Eric J. Topol, M.D., to the company’s board of directors.
Ms. Norwalk currently serves as strategic counsel to EpsteinBeckerGreen, P.C., EBG Advisors and National Health Advisors. She also is an advisor to three private equity firms, Warburg Pincus, Ferrer Freeman & Company and Enhanced Equity Fund, and to the hedge fund Kingdon Capital Management. Previously, Ms. Norwalk served, during the administration of George W. Bush, as the acting administrator for the Centers for Medicare & Medicaid Services (CMS), where she managed the day-to-day operations of Medicare, Medicaid, state child health insurance programs, survey and certification of healthcare facilities and other federal healthcare initiatives.
Dr. Topol is the director of the Scripps Translational Science Institute, a National Institutes of Health-funded program of the Clinical and Translational Science Award (CTSA) Consortium. He also is the Gary and Mary West Endowed Chair of Innovative Medicine; professor of genomics at The Scripps Research Institute; the chief academic officer of Scripps Health; and a senior consultant cardiologist practitioner at the Scripps Clinic. An innovator in wireless medicine, Dr. Topol is the vice-chairman and a founding board member of the newly established Gary and Mary West Wireless Health Institute. He is also a member of the board of directors of DexCom, Inc.
“Leslie’s experience in key roles at CMS and her deep knowledge of healthcare policy and compliance will be invaluable to Volcano as we navigate the reimbursement landscape and drive the future growth of the company,” said Roy T. Tanaka, a member of Volcano’s board of directors and chairman of the Governance and Compliance Committee. “Eric’s longstanding thought leadership in cardiovascular medicine and his recent forward-thinking contributions to the burgeoning field of genomics and wireless medicine will help us shape our future offerings.”
About Volcano Corporation
Volcano Corporation is revolutionizing the medical device industry with a broad suite of technologies that make imaging and therapy simpler, more informative and less invasive. Our products empower physicians around the world with a new generation of analytical tools that deliver more meaningful information—using light and sound as the guiding elements. Founded in cardiovascular care and expanding into other specialties, Volcano is changing the assumption about what is possible in improving patient outcomes by combining imaging and therapy together. For more information, visit the company's website at www.volcanocorp.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered "forward-looking statements." Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties which may
cause Volcano's results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ include the pace and extent of market adoption of the company's products and technologies, growth strategies, timing and achievement of product development milestones, the impact and benefits of market development, product introductions, unexpected new data, safety and technical issues, market conditions, dependence on third parties, and other risks inherent to medical device development and commercialization. These and additional risks and uncertainties are more fully described in Volcano's filings made with the Securities and Exchange Commission, including our recent annual report on Form 10-K. Undue reliance should not be placed on forward-looking statements which speak only as of the date they are made. Volcano undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.
Contact:
Edrienne Brandon
Volcano Corporation
858-720-4136
Neal Rosen
Ruder Finn
415-692-3058