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): March 12, 2015
The Spectranetics Corporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 000-19711 | | 84-0997049 | |
| (State or other jurisdiction | | (Commission | | (IRS Employer | |
| of incorporation) | | File Number) | | Identification No.) | |
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9965 Federal Drive |
Colorado Springs, Colorado 80921 |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (719) 633-8333
(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.
On March 12, 2015, the Board of Directors (the “Board”) of The Spectranetics Corporation (the “Company”), based on the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from seven to eight directors and appointed Todd C. Schermerhorn as a Class III Director of the Company to fill the newly created directorship, to serve until his successor is elected and qualified or until his earlier resignation or removal. Mr. Schermerhorn was also appointed to serve on the Audit Committee of the Board (the “Audit Committee”) effective March 12, 2015.
Mr. Schermerhorn will receive an initial restricted stock grant with a grant date fair market value of $100,000, which will vest in full on the first anniversary of the grant date. In addition, as a non-employee director, Mr. Schermerhorn will receive compensation for his services on the Board and the Audit Committee in the form of equity compensation, annual retainers, payment of meeting fees, expense reimbursement and payment for attendance at continuing director education programs, all as described under the caption “Director Compensation” of the Company’s proxy statement that was filed with the Securities and Exchange Commission on April 22, 2014.
There are no arrangements or understandings between Mr. Schermerhorn and any other person pursuant to which he was selected as a director of the Company. Mr. Schermerhorn is not a party to any transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Mr. Schermerhorn is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit No. | Description |
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99.1 | Press release issued by The Spectranetics Corporation on March 12, 2015
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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.
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| | THE SPECTRANETICS CORPORATION |
| | (registrant) |
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Date: | March 12, 2015 | By: | /s/ Jeffrey A. Sherman |
| | | Jeffrey A. Sherman |
| | | Vice President, Deputy General Counsel and Corporate Secretary |
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EXHIBIT INDEX
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Exhibit No. | Description |
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99.1 | Press release issued by The Spectranetics Corporation on March 12, 2015.
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Exhibit 99.1
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COMPANY CONTACT | INVESTOR CONTACT |
The Spectranetics Corporation | Westwicke Partners |
Guy Childs, Chief Financial Officer | Lynn Pieper |
(719) 633-8333 | (415) 202-5678 |
| lynn.pieper@westwicke.com |
FOR IMMEDIATE RELEASE
Spectranetics Appoints Todd C. Schermerhorn as Director
COLORADO SPRINGS, Colo. (March 12, 2015) - The Spectranetics Corporation (NASDAQ: SPNC) today announced that its Board of Directors has appointed Todd C. Schermerhorn to the Board, effective March 12, 2015. The Board consists of eight members following the appointment of Mr. Schermerhorn. Mr. Schermerhorn will serve on the Audit Committee of the Board.
Mr. Schermerhorn served as Senior Vice President and Chief Financial Officer of C.R. Bard, Inc. from 2003 until his retirement in August 2012. Mr. Schermerhorn joined Bard in 1985 as a cost analyst and has held various financial positions including Controller of the Vascular Systems Division and Vice President and Controller of the USCI division. In 1996, Mr. Schermerhorn was promoted to Vice President and Group Controller for Bard's Global Cardiology Unit. He was promoted to Vice President and Treasurer in 1998. Mr. Schermerhorn serves on the board of directors of Thoratec Corporation.
"Todd has demonstrated expertise as a highly successful Chief Financial Officer at a large market cap, publicly-held, leading medical device manufacturer. With his depth of medical device industry experience and financial expertise, we believe Todd will be an outstanding addition to our Board of Directors and Audit Committee," said R. John Fletcher, Chairman of The Spectranetics Corporation's Board of Directors.
About Spectranetics
Spectranetics develops, manufactures, markets and distributes single-use medical devices used in minimally invasive procedures within the cardiovascular system. The Company’s products are sold in over 65 countries and are used to treat arterial blockages in the heart and legs and in the removal of pacemaker and defibrillator leads.
Spectranetics recently acquired AngioScore Inc., a leading developer, manufacturer and marketer of cardiovascular, specialty scoring balloons and the Stellarex drug-coated balloon platform from Covidien.
The Company’s Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee as well as the AngioSculpt® scoring balloon used in both peripheral and coronary procedures and the Stellarex drug-coated balloon platform. The Company also markets support catheters to facilitate crossing of peripheral and coronary arterial blockages, and retrograde access and guidewire retrieval devices used in the treatment of peripheral arterial blockages, including chronic total occlusions. The Company markets aspiration and cardiac laser catheters to treat blockages in the heart.
The Lead Management (LM) product line includes excimer laser sheaths, dilator sheaths, mechanical sheaths and accessories for the removal of pacemaker and defibrillator cardiac leads.
For more information, visit www.spectranetics.com
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