8-K

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): September 9, 2013

STAAR Surgical Company
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-11634 (Commission File Number)	95-3797439 (I.R.S. Employer Identification No.)
1911 Walker Ave, Monrovia, California (Address of principal executive offices)		91016 (Zip Code)
Registrant’s telephone number, including area code:		626-303-7902

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:

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.

On September 9, 2013, Deborah Andrews announced her resignation from the Chief Financial Officer position of STAAR Surgical Company. She served in that position since 2005. Ms. Andrews’ resignation is not due to a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Effective immediately, Ms. Andrews will serve as the Company’s Vice President and Chief Accounting Officer.

Also, on September 9, 2013, STAAR announced that its Board of Directors appointed Stephen Brown to serve as Vice President of Finance, Chief Financial Officer. Mr. Brown, age 54, joins STAAR from Bausch & Lomb Surgical where he served as Vice President, Global Finance since 2008. Prior to joining Bausch & Lomb, Mr. Brown was Chief Financial Officer of Hoya Surgical Optics and he served in various capacities over a 13 year period with Johnson & Johnson including Chief Financial Officer of the Advanced Sterilization Products division. Mr. Brown earned a Bachelor of Arts in Business Administration from California State University, Fullerton and holds a Master of Business Administration degree from UCLA Anderson School of Management.

There are no family relationships between Mr. Brown and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Brown as its Chief Financial Officer, STAAR entered into an offer letter agreement with Mr. Brown. The letter agreement provides for “at will” employment with an annual salary of $300,000, with eligibility to receive an annual incentive target bonus equal to up to 40% of his base salary, at the discretion of the Compensation Committee of the Board of Directors based on meeting financial and non-financial goals. Mr. Brown will also be eligible for entry into a change of control agreement in the form used by STAAR for its executive officers and severance arrangements in the event of a termination without cause providing for payments of then-current base salary at a level depending upon the length of service. Mr. Brown received options to purchase 50,000 shares of STAAR’s common stock, pursuant to the Company’s Amended and Restated 2003 Omnibus Equity Incentive Plan, with an exercise price equal to the closing stock price on the grant date (September 9, 2013), subject to annual vesting in equal amounts over a three year period.

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.96	Letter of the Company dated August 21, 2013 to Stephen Brown, Vice President of Finance and Chief Financial Officer, regarding compensation.
99.1	News Release, dated September 9, 2013, announcing the resignation of Deborah Andrews as Chief Financial Officer and the appointment of Stephen Brown as Chief Financial Officer.

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.

September 9, 2013	STAAR Surgical Company
	By:	/s/ Barry G. Caldwell
		Barry G. Caldwell
		President and Chief Executive Officer

EX-10.96

 

August 21, 2013

Mr. Stephen P. Brown

9 Bent Oak

Coto de Caza, CA 92679

Dear Steve,

STAAR Surgical Company is pleased to offer you the position of Vice President, Chief Financial Officer, reporting to Barry Caldwell, President and Chief Executive Officer. When you accept this offer and begin employment, your beginning wage will be $11,538.47 per bi-weekly pay period for 26 pay periods per year ($300,000 per year), in addition to all the benefits offered in our current policy. As a member of the Executive Team, you will be entitled to an Executive Health Program and a Company paid Variable Universal Executive Life Insurance policy, which would include a $500,000 death benefit.

The Board of Directors has approved your option to purchase up to 50,000 shares of STAAR Surgical Company Common Stock. The options will vest over a period of three years; one third will vest upon the first year anniversary of grant date, one third after the second and one third after the third year anniversary of the grant date.

As a participant in the Executive Long Term Incentive Plan, you will also be eligible for annual stock equity grants which generally are a combination of Stock Options and Restricted Shares.

In addition, you will be eligible to participate in our Corporate Annual Incentive Bonus Program. You will have a target bonus of 40% of your annual salary, which will be payable on an annual basis and subject to the successful achievement of corporate and personal goals and objectives. Bonus awards are subject to recommendation by the Compensation Committee of the Board of Directors and approved by the entire Board of Directors. The first year will be prorated for the number of months worked.

You will also be eligible to participate in the Executive Change of Control and Severance Program.

Upon acceptance of this offer and the successful completion of a drug screen, you may begin work on September 9, 2013.

Please make note, employment is at the mutual consent of the employee and STAAR and can be terminated “at will,” with or without cause, by either you or STAAR in its sole discretion at any time.

 

 

On your first day of employment you will need to bring with you identification in order to complete all necessary paperwork, including your Employment Eligibility Verification (Form I-9).

Steve, we are very excited about the possibility of you joining the STAAR Executive TEAM, helping us accomplish our mission and we hope you enjoy the many great opportunities STAAR has to offer. I look forward to you joining our TEAM.

Thank you,	Accepted by:
/s/ Barry G. Caldwell	/s/ Stephen P. Brown
Barry G. Caldwell	Stephen P. Brown
President and CEO
	09/09/2013
	Date

EX-99.1

Stephen P. Brown Appointed Chief Financial Officer at STAAR Surgical Company

~Deborah Andrews Becomes Vice President, Chief Accounting Officer ~

MONROVIA, CA, September 9, 2013 -- STAAR Surgical Company (NASDAQ: STAA), a leading developer, manufacturer and marketer of implantable lenses and delivery systems for the eye, today announced that Stephen P. Brown, (54), has joined the Company as Chief Financial Officer. Mr. Brown is reporting to President and Chief Executive Officer Barry Caldwell. His appointment is part of a planned transition of STAAR’s financial management team to support anticipated growth and expand the accounting skill sets necessary once the manufacturing consolidation project is complete. Deborah Andrews, who has served as the CFO since 2005, is remaining with the Company as Vice President, Chief Accounting Officer.

Mr. Brown joins STAAR from Bausch & Lomb Surgical, where he served as Vice President, Global Finance since 2008. Prior to joining Bausch & Lomb, Mr. Brown was Chief Financial Officer of Hoya Surgical Optics and he served in various capacities over a 13 year period with Johnson & Johnson including Chief Financial Officer of the Advanced Sterilization Products division. His 30-year business career also includes the founding of Degree Baby Products, a privately held company that was sold after six years of operations to Johnson & Johnson.

“Earlier this year, we determined that to best support our consolidated manufacturing organization in the U.S. and to help drive our global growth initiatives, we needed to expand our financial management organization. While developing the organizational plans to achieve these objectives, Deborah indicated an interest in transitioning to a different role within the Company,” said Mr. Caldwell. “With input from Deborah, the Board and management developed a comprehensive list of qualities for a new CFO. We developed a plan which took into consideration Deborah’s desire to move into a role that could provide her more life balance while utilizing her skill sets and 18 years of experience in the business to continue as a key contributor at STAAR.”

“Through our deliberate process, Steve evolved as an excellent match for our organization. He brings to STAAR some 19 years of financial management leadership experience in the medical device and pharmaceutical industries. Importantly, he has spent the last six years in the ophthalmic surgical medical device field as a key member of the Bausch & Lomb Surgical management team. He has significant experience in the acquisition and integration of both refractive and cataract technologies, which will be an important resource to our company as we continue to execute our global growth strategies. His experience at Johnson & Johnson in currency, foreign exchange trading and cash management will be helpful as we start to benefit from the leverage within our consolidated business as well as direction in our tax strategies. We were also attracted to Steve’s entrepreneurial spirit, especially given the returns he generated for shareholders. I look forward to his contributions and leadership as we execute our strategies to further build shareholder value.”

“STAAR is positioned for significant operating leverage beginning in 2014,” said Mr. Brown. “The team at STAAR has done an excellent job of building the Company’s balance sheet and a much stronger financial platform. There is significant earnings growth potential as a result of their efforts over the past few years, especially with the introduction of new product technologies and the consolidation of manufacturing to one site. I’m excited about becoming part of the team.”

“As we complete the consolidation of our manufacturing facilities, and look forward to our opportunities for growth, it is the right time to add to the strength of our financial management team. Steve brings a tremendous amount of experience and new perspective to STAAR which will enable me to focus on the accounting operations as we take the Company into the next stage of its development. I look forward to working with him,” commented Ms. Andrews.

Mr. Brown earned a Bachelor of Arts in Business Administration from California State University, Fullerton and holds a Master of Business Administration degree from UCLA Anderson School of Management.

About STAAR Surgical

STAAR, which has been dedicated solely to ophthalmic surgery for over 25 years, designs, develops, manufactures and markets implantable lenses for the eye and delivery systems therefor. All of these lenses are foldable, which permits the surgeon to insert them through a small incision. STAAR's lens used in refractive surgery as an alternative to LASIK is called an Implantable Collamer® Lens or "ICL." A lens used to replace the natural lens after cataract surgery is called an intraocular lens or "IOL." Over 375,000 Visian ICLs have been implanted to date; to learn more about the ICL go to: www.visianinfo.com. STAAR has approximately 300 full time employees and markets lenses in over 60 countries. Headquartered in Monrovia, CA, it manufactures in the following locations: Nidau, Switzerland; Aliso Viejo, CA; and Monrovia, CA. For more information, please visit the Company's website at www.staar.com.

Safe Harbor

All statements in this press release that are not statements of historical fact are forward-looking statements, including any statements about the effect of new product approvals on our business, market size, product performance, or product acceptance, any statements of belief and any statements of assumptions underlying any of the foregoing. Important additional factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in the company's Annual Report on Form 10-K for the year ended December 28, 2012, under the caption "Risk Factors," which is on file with the Securities and Exchange Commission and available in the "Investor Information" section of the company's website under the heading "SEC Filings."

These statements are based on expectations and assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. The risks and uncertainties include the following: our need to compete against much larger and better financed companies in selling refractive surgical procedures; our limited resources to promote new products and the risk that product launches may be affected by unplanned delays or be less successful than we anticipate; the effect of the global recession on sales of products, especially products such as the ICL used in non-reimbursed elective procedures, the entrenched position of laser-based refractive surgical procedures in many markets, and the willingness of surgeons and patients to adopt a new product and procedure. STAAR assumes no obligation to update its forward-looking statements to reflect future events or actual outcomes and does not intend to do so.

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