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): August 27, 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))
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 27, 2015, The Spectranetics Corporation (the “Company”) announced that on August 23, 2015, Stacy McMahan accepted an appointment as Chief Financial Officer, effective on her date of hire, which is expected to be September 28, 2015. In this role, Ms. McMahan will report directly to Scott Drake, President and Chief Executive Officer. The Company’s appointment of Ms. McMahan was announced in a press release, dated August 27, 2015, which is attached to this Form 8-K as Exhibit 99.1.
Ms. McMahan, age 51, has most recently served as Senior Vice President, Chief Financial Officer and Treasurer of MSA Safety Incorporated (“MSA”), a global manufacturer of safety products, since September 2013. From December 2012 to August 2013, she served as Senior Vice President, Finance of MSA with oversight of its Internal Audit, Treasury and Decision Support groups. Prior to joining MSA, Ms. McMahan served as Vice President of Finance, Customer Channels Group at Thermo Fisher Scientific, Inc., a global biotechnology product development company, from February 2011 to December 2012. Prior to that position, she spent six years with Johnson & Johnson, a global medical devices, pharmaceuticals and consumer goods manufacturer, serving in the roles of Executive Director, Finance, Vice President, Finance and Chief Financial Officer of several Johnson & Johnson companies from March 2005 to February 2011. Prior thereto, Ms. McMahan spent 16 years with Eli Lilly and Company, a global pharmaceuticals company, where she served in various roles, including in a treasury-oriented position in Brussels, Belgium; as a Finance Manager in Basingstoke Hampshire, UK; and in a Chief Financial Officer role in Sydney, Australia. Ms. McMahan earned a bachelor's degree in finance from Oklahoma State University and an MBA from Harvard Business School.
In connection with her appointment, Ms. McMahan will receive an annual base salary of $435,000 and will be eligible to receive a pro-rated cash bonus under the Company’s annual short-term performance-based cash incentive award program for 2015 with a target incentive opportunity of 65% of her pro-rated 2015 base salary. Ms. McMahan will receive a cash sign-on bonus of $172,000, and a stock option grant valued at approximately $220,251 that will vest over four years and a performance stock unit grant valued at approximately $309,375, 75% of which will vest on December 31, 2016 and 25% will vest on December 31, 2017, based on established performance metrics and terms that are consistent with awards granted to the Company’s other executive officers in 2014. She will participate on the same basis as the Company’s other executive officers in the Company’s annual short-term performance-based cash incentive award program and long-term equity incentive program, and it is expected that Ms. McMahan will enter into a severance and change in control agreement with the Company after six months of employment with the Company. These plans and agreements are described in more detail under the heading “Compensation Discussion and Analysis” in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 24, 2015. Ms. McMahan also will be entitled to participate in the Company’s health and other benefit plans generally available to the Company’s executive officers. In addition, Ms. McMahan will be eligible to receive reimbursement of relocation expenses. Ms. McMahan will be an “at-will” employee of the Company and will have no specified term as Chief Financial Officer.
Ms. McMahan will replace Guy Childs, who notified the Company of his decision to resign from his position as Chief Financial Officer on March 18, 2015 (see Form 8-K filed March 19, 2015, incorporated by reference). Mr. Childs will continue to serve as an employee of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Description |
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99.1 | Press Release, dated August 27, 2015, issued by The Spectranetics Corporation. |
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: | August 27, 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, dated August 27, 2015, issued by The Spectranetics Corporation. |
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 |
guy.childs@spnc.com | lynn.pieper@westwicke.com |
Spectranetics Names Stacy McMahan Chief Financial Officer
COLORADO SPRINGS, Colo. (August 27, 2015) - The Spectranetics Corporation (NASDAQ: SPNC) today announced that Stacy McMahan has been named Chief Financial Officer, effective September 28, 2015. In this role, Ms. McMahan will report directly to Scott Drake, President and Chief Executive Officer.
Ms. McMahan has more than 25 years of finance leadership experience, including Chief Financial Officer and Vice President of Finance with responsibility for global, treasury, tax, internal audit, and decision support groups of high-profile public companies. Ms. McMahan currently serves as Senior Vice President, Chief Financial Officer and Treasurer of MSA Safety Incorporated (NYSE: MSA). Prior to joining MSA, Ms. McMahan was employed by Thermo Fisher Scientific, Inc., where she served as Vice President of Finance, Customer Channels Group. Prior to that, she spent six years with Johnson & Johnson as Vice President of Finance, and 16 years with Eli Lilly, where she served in several significant roles across many countries.
“Stacy is a proven executive with world-class finance, operations, and business development experience,” said Drake. “In addition to her financial background and prior experience with large, publicly held companies, Stacy brings a deep understanding of the medical device industry to this critical role. Her skills and leadership will help us capitalize on the transformational opportunities ahead. I am confident that, with the benefit of Guy Childs’ continued contribution and leadership, there will be a seamless transition as we execute our strategic plan,” said Scott Drake, President and Chief Executive Officer.
Ms. McMahan stated, “I am thrilled to join Spectranetics. The strategic growth opportunities for the company are compelling, and the mission of saving limbs and lives has never been more important. I look forward to being an integral part of the team at Spectranetics and helping to drive further success for the company.”
Ms. McMahan earned a Bachelor of Science Degree in finance from Oklahoma State University and a Master’s of Business Administration from Harvard Business School.
About Spectranetics
The Spectranetics Corporation develops, manufactures, markets and distributes 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.
The Company's Vascular Intervention (VI) products include a range of laser catheters for ablation of blockages in arteries above and below the knee, the AngioSculpt® scoring balloon used in both peripheral and coronary procedures, and the Stellarex™ drug-coated balloon peripheral angioplasty platform, which received European CE mark approval in December 2014. 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.
Safe Harbor Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. You can identify these statements because they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “will,” “estimate,” “expect,” “look forward,” “strive,” “project,” “intend,” “should,” “plan,” “believe,” “hope,” “enable,” “potential,” and other words and terms of similar meaning in connection with any discussion of, among other things, future operating or financial performance, strategic initiatives and business strategies, clinical trials, regulatory or competitive environments, outcome of litigation, our intellectual property and product development. These forward-looking statements include, but are not limited to, statements regarding our competitive position, product development and commercialization schedule, expectation of continued growth and the reasons for that growth, growth rates, strength, integration and product launches, and 2015 outlook including projected revenue and expenses, net loss and gross margin. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. You are cautioned not to place undue reliance on these forward-looking statements and to note they speak only as of the date of this release. These risks and
uncertainties may include financial results differing from guidance, inability to successfully integrate AngioScore and Stellarex into our business, market acceptance of excimer laser atherectomy technology and our vascular intervention and lead removal products, lack of cash necessary to satisfy our cash obligations under our outstanding 2.625% Convertible Senior Notes due 2034, our debt adversely affecting our financial health and prevent us from fulfilling our debt service and other obligations, increasing price and product competition, increased pressure on expense levels resulting from expanded sales, marketing, product development and clinical activities, uncertain success of our strategic direction, dependence on new product development, loss of key personnel, inability to successfully integrate new personnel, uncertain success of or delays in our clinical trials, adverse results in any ongoing legal proceeding, or any legal proceeding in which we may become involved, adverse impact to our business of the health care reform and related legislation or regulations, including changes in reimbursements, continued or worsening adverse conditions in the general domestic and global economic markets and continued volatility and disruption of the credit markets, which affects the ability of hospitals and other health care systems to obtain credit and may impede our access to capital, intellectual property claims of third parties, availability of inventory from suppliers, adverse outcome of FDA inspections, the receipt of FDA approval to market new products or applications and the timeliness of any approvals, market acceptance of new products or applications, product defects, ability to manufacture sufficient volumes to fulfill customer demand, availability of vendor-sourced components at reasonable prices, unexpected delays or costs associated with any planned improvements to our manufacturing processes, and share price volatility due to the initiation or cessation of coverage, or changes in ratings, by securities analysts. For a further list and description of such risks and uncertainties that could cause our actual results, performance or achievements to materially differ from any anticipated results, performance or achievements, please see our previously filed SEC reports, including those risks set forth in our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015. We disclaim any intention or obligation to update or revise any financial or other projections or other forward-looking statements, whether because of new information, future events or otherwise.
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