8-K 1 a06-13501_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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 6, 2006

 

IMMUCOR, INC.

(Exact name of registrant as specified in its charter)

 

 

Georgia

 

0-14820

 

22-2408354

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

3130 Gateway Drive

P.O. Box 5625

Norcross, Georgia

 

30091-5625

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code, is (770) 441-2051

 

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 1.01                                             Entry Into a Material Definitive Agreement.

 

On June 6, 2006, the  Compensation Committee of the Board of Directors of Immucor, Inc. (the “Company”) granted shares of restricted stock to certain of the Company’s executive officers and directors pursuant to the Company’s 2005 Long-Term Incentive Plan (the “2005 Plan”), in the following amounts:

 

Name

 

Shares of Restricted Stock

 

Dr. Gioacchino DeChirico

 

9,460

 

Director and President

 

 

 

Edward L. Gallup

 

8,860

 

Chairman and Chief Executive Officer

 

 

 

Ralph A. Eatz

 

8,595

 

Director and Senior Vice President—Chief Scientific Officer

 

 

 

Patrick D. Waddy

 

2,600

 

Chief Financial Officer and Secretary

 

 

 

Didier L. Lanson

 

2,235

 

Director of European Operations

 

 

 

Roswell S. Bowers

 

845

 

Director

 

 

 

Michael S. Goldman

 

845

 

Director

 

 

 

John A. Harris

 

845

 

Director

 

 

 

Hiroshi Hoketsu

 

845

 

Director

 

 

 

Joseph E. Rosen

 

845

 

Director

 

 

 

 

Each restricted stock grant will vest in equal installments on each of the first five anniversaries of the date of grant.  In accordance with the terms of the 2005 Plan, in the event of a change in control of the Company, any outstanding restricted stock will generally vest immediately and any restrictions applicable to such stock will immediately lapse.

 

The above description is qualified in its entirety by reference to the 2005 Plan and the form of restricted stock agreement entered into between the Company and each recipient of a restricted stock grant above.  A copy of the 2005 Plan was included as an appendix to the Company’s Schedule 14A Proxy Statement for the 2005 Annual Meeting of Shareholders, as filed with the Securities and Exchange Commission on October 21, 2005.  The form of restricted stock agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

 

Additionally, on June 12, 2006, the Compensation Committee approved an increase in the annual base salary of Patrick D. Waddy, the Company’s Chief Financial Officer, to $278,200 for the 2007 fiscal year.

 

 

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Item 9.01.              Financial Statements and Exhibits.

 

(d)  Exhibits

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

10.1

 

Form of Immucor, Inc. Restricted Stock Agreement

 

 

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 thereunto duly authorized.

 

 

 

 

 

 

 

 

 

IMMUCOR, INC.

 

 

 

 

 

 

 

 

 

 

 

 

Date:

June 12, 2006

 

By:

/s/ Patrick D. Waddy

 

 

 

 

Patrick D. Waddy

 

 

 

Chief Financial Officer and Secretary

 

 

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EXHIBIT LIST

 

EXHIBIT
NUMBER

 

DESCRIPTION

 

 

 

10.1

 

Form of Immucor, Inc. Restricted Stock Agreement

 

4