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): June 25, 2015
HEARTWARE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34256 | 26-3636023 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
500 Old Connecticut Path
Framingham, MA 01701
(Address of principal executive offices)
Registrant’s telephone number, including area code:
508.739.0950
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 |
On June 29, 2015, HeartWare International, Inc. (the “Company”) effected an amendment (the “Plan Amendment”) to its 2012 Incentive Award Plan (the “Plan”) to increase the number of shares of the Company’s common stock available for issuance under the Plan by 1.1 million shares. The material terms of the Plan and the Plan Amendment are described in the Company’s 2015 Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2015, and are incorporated herein by reference. The Company’s Board of Directors approved the Plan Amendment on March 5, 2015 and the Company’s stockholders approved the Plan Amendment and Plan on June 4, 2015 at the Company’s Annual Meeting of Stockholders. The foregoing description of the Plan Amendment is qualified in its entirety by the Plan Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Voting results of the Company’s Annual Meeting of Stockholders are described on the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2015 and are incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On June 25, 2015, the Company filed a Certificate of Amendment (the “Charter Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware increasing the number of its authorized shares of common stock from 25 million shares to 50 million shares. The Charter Amendment became effective upon filing. The Company’s stockholders approved the Charter Amendment at the Company’s Annual Meeting of Stockholders at which approximately 88% of the Company’s outstanding common stock voted in favor of the Charter Amendment. The foregoing description of the Charter Amendment is qualified in its entirety by the Charter Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. Voting results of the Company’s Annual Meeting of Stockholders are described on the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2015 and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of HeartWare International, Inc., dated June 25, 2015 | |
| 10.1 | Amendment No. 1 to the HeartWare International, Inc. 2012 Incentive Award Plan, dated June 29, 2015 | |
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.
| HeartWare International, Inc. | ||||||
| Date: June 29, 2015 | By: | /s/ Lawrence J. Knopf | ||||
| Name: Lawrence J. Knopf Title: Senior Vice President, General Counsel and Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of the Certificate of Incorporation of HeartWare International, Inc., dated June 25, 2015 | |
| 10.1 | Amendment No. 1 to the HeartWare International, Inc. 2012 Incentive Award Plan, dated June 29, 2015 | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
HEARTWARE INTERNATIONAL, INC.
HeartWare International, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”),
DOES HEREBY CERTIFY:
| 1. | That the name of the Corporation is HeartWare International, Inc. and that the Corporation filed its Certificate of Incorporation with the Secretary of State of the State of Delaware on July 29, 2008. |
| 2. | That the Board of Directors of the Corporation duly adopted resolutions proposing to amend the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable, and authorizing the appropriate officers of the Corporation to solicit the consent of the Corporation’s stockholders, which resolution setting forth the proposed amendment was as follows: |
RESOLVED, that ARTICLE FOURTH of the Certificate of Incorporation of the Corporation be amended and restated in its entirety as follows:
“FOURTH: The Corporation is authorized to issue two classes of stock, to be designated “Common Stock,” with a par value of $0.001 per share, and “Preferred Stock,” with a par value of $0.001 per share. The total number of shares of stock which the Corporation shall have authority to issue is (i) 50,000,000 shares of Common Stock, $0.001 par value; and (ii) 5,000,000 shares of preferred stock, $0.001 par value. The Board of Directors of the Corporation (the “Board”) is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish, from time to time, the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of any class of capital stock of the Corporation may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding Common Stock of the Corporation, without the approval of the holders of the Preferred Stock, or of any series thereof, unless the approval of any such holders is required pursuant to the certificate or certificates establishing any series of Preferred Stock.”
| 3. | That thereafter, the aforesaid amendment was adopted by the requisite vote of the stockholders of the Corporation at the Corporation’s annual meeting of stockholders pursuant to Section 242 of the General Corporation Law. |
| 4. | That all other provisions of the Certificate of Incorporation remain in full force and effect. |
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on this 25th day of June, 2015.
| HEARTWARE INTERNATIONAL, INC. | ||
| By: | /s/ Douglas Godshall | |
| Name: Title: |
Douglas Godshall President and Chief Executive Officer | |
Exhibit 10.1
AMENDMENT NO. 1
TO THE
HEARTWARE INTERNATIONAL, INC.
2012 INCENTIVE AWARD PLAN
June 29, 2015
This Amendment No. 1 (this “Amendment”) to the HeartWare International, Inc. (“HeartWare”) 2012 Incentive Award Plan (as it may be amended or restated from time to time, the “Plan”), is hereby effective as of June 29, 2015 (the “Effective Date”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
WHEREAS, HeartWare’s Board of Directors approved this Amendment on March 5, 2015 and HeartWare stockholders approved this Amendment as well as the complete text of the Plan (including, without limitation, the Performance Criteria contained in the Plan for purposes of Section 162(m) of the Internal Revenue Code) on June 4, 2015 pursuant to Section 15.1 of the Plan and as described in HeartWare’s 2015 Definitive Proxy Statement filed with the Securities and Exchange Commission (the “SEC”) on April 30, 2015;
WHEREAS, the Plan was originally approved by HeartWare stockholders on May 31, 2012 as set forth in HeartWare’s 2012 Definitive Proxy Statement filed with the SEC on April 26, 2012;
WHEREAS, the sole purpose of this Amendment is to increase the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan, including the number of Full Value Awards, by 1.1 million Shares to attract, retain and motivate HeartWare employees, directors and consultants and to align their interests with those of HeartWare stockholders;
NOW, THEREFORE:
1. Amendment. As of the Effective Date, pursuant to Section 15.1 of the Plan, the Plan is hereby amended as follows:
| (a) | Section 4.1(a) of the Plan shall be deleted and replaced in its entirety by the following: |
“(a) Subject to Sections 4.1(b) and 15.2, the aggregate number of Shares that may be issued or transferred pursuant to Awards under the Plan is 2,475,000; provided, however, that the aggregate number of Shares that may be issued or transferred pursuant to Full Value Awards is 2,375,000.”
2. Limited Effect. Except as expressly provided in this Amendment, all of the other terms and provisions of the Plan are and will remain in full force and effect and are hereby ratified and confirmed. On and after the Effective Date, each reference in the Plan to “this Plan,” “the Plan,” “hereunder,” “hereof,” “herein” or words of like import will mean and be a reference to the Plan as amended by this Amendment.
3. Governing Law. This Amendment shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above.
| HEARTWARE INTERNATIONAL, INC. | ||
| By: | /s/ Douglas Godshall | |
| Name: Title: |
Douglas Godshall President and Chief Executive Officer | |