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): January 6, 2015
Arrhythmia Research Technology, Inc.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of Incorporation or organization) | 1-9731 (Commission File Number) | 72-0925679 (I.R.S. Employer Identification Number) |
25 Sawyer Passway
Fitchburg, MA 01420
(Address of principal executive offices and zip code)
(978) 345-5000
(Registrant's telephone number, including area code)
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):
[ ] 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.
(c) (e) On January 6, 2015, the Board of Directors of Arrhythmia Research Technology, Inc. (the “Company”) approved the terms of a two year employment agreement with Mr. Derek T. Welch, pursuant to which Mr. Welch will serve as the Chief Financial Officer of the Company and its wholly owned subsidiaries. Mr. Welch has served as the Company’s Corporate Controller since January 2013 and its principal financial and accounting officer since September 2013. The term of the agreement will commence as of January 1, 2015 and continue until December 31, 2016 unless terminated pursuant to the terms of the agreement and will be executed as soon as is practicable.
During the term of the agreement, Mr. Welch will be entitled to a base salary at the annualized rate of $160,000, be eligible for a discretionary performance bonus on terms to be determined and to participate in employee benefits plans as the Company may institute from time to time at the discretion of the Company’s Compensation Committee and upon the approval of the Board of Directors. In addition, upon execution of the agreement, Mr. Welch will be granted stock options to acquire 10,000 shares of common stock, subject to vesting, with an exercise price equal to the market price on the date of the grant. The agreement will also contain certain change of control provisions providing for payment equivalent to two year of base salary at the rate then in effect and confidentiality, non-compete and non-solicitation restrictions.
(c) (e) On January 6, 2015, the Board of Directors approved the terms of a two year employment agreement with Mr. Salvatore Emma, Jr., pursuant to which Mr. Emma will continue to be employed as the President and Chief Executive Officer of the Company and its wholly-owned subsidiaries commencing as of January 1, 2015 until December 31, 2016 unless earlier terminated pursuant to the terms of the agreement. The agreement will be executed as soon as is practicable.
Under the agreement, Mr. Emma will be entitled to a base salary at the annualized rate of $236,250 and $248,063 in 2015 and 2016, respectively, be eligible for a discretionary performance bonus on terms to be determined and to participate in employee benefits plans as the Company may institute from time to time at the discretion of the Company’s Compensation Committee and upon the approval of the Board of Directors. In addition, upon execution of the agreement, Mr. Emma will be granted stock options to acquire 15,000 shares of common stock, subject to vesting, with an exercise price equal to the market price on the date of the grant. The agreement will also contain certain change of control provisions which provide for payment equivalent to two year of base salary at the rate then in effect and subject to confidentiality, non-compete and non-solicitation restrictions.
Item 7.01 Regulation FD Disclosure
On January 12, 2015, the Company issued a press release regarding the appointment of Mr. Derek T. Welch as chief financial officer. A copy of the press release is included herein as Exhibit 99.01.
The information in this Item 7.01 disclosure, including Exhibit 99.01, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.01, shall not be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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99.01 | Press Release dated January 12, 2015. |
SIGNATURE
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, in the City of Fitchburg, Commonwealth of Massachusetts, on the 12th day of January, 2015.
ARRHYTHMIA RESEARCH TECHNOLOGY, INC.
By: /s/ Derek T. Welch
Derek T. Welch
Chief Financial Officer
Exhibit Index
Exhibit Description
99.01 Press Release dated January 12, 2015.
_____________________________
IMMEDIATE RELEASE
Exhibit 99.01
Arrhythmia Research Technology, Inc. Appoints
Derek T. Welch as Chief Financial Officer
FITCHBURG, MA, January 12, 2015 – Arrhythmia Research Technology, Inc. (NYSE MKT: HRT) (the “Company”), operating through its wholly-owned subsidiary, Micron Products, Inc., a manufacturer of highly engineered, complex components, devices and equipment for OEM customers announced today the appointment of Mr. Derek T. Welch as the Company’s Chief Financial Officer effective January 1, 2015.
Mr. Welch has been serving as the Company's principal financial officer and principal accounting officer since September 2013. He joined the Company as Corporate Controller in January 2013 and was appointed Secretary of the Company in March 2013.
Salvatore Emma, Jr., President and CEO, commented, “Derek is well deserved of this promotion to Chief Financial Officer. Since joining the Company, he has created value by strengthening the sophistication of our financial reporting, enforcing cost discipline and improving margin potential. Importantly, he has also provided us greater predictability in our budgeting and forecasting processes. I believe his efforts are clearly demonstrated in our improved financial performance.”
Mr. Welch brought significant financial and accounting experience in the medical industry when he joined the Company. He previously served as the Assistant Corporate Controller for
Alere, Inc., a provider of point-of-care diagnostic and monitoring devices, and as the Assistant Controller of the medical services division of Fresenius Medical Care, a provider of kidney dialysis services. Previous to that, he was Senior Accounting Manager at Cytyc Corporation, a developer, manufacturer and supplier of diagnostic products, medical imaging systems and surgical products. He also served as a Division Controller for Hannaford Supermarkets.
Mr. Welch is a certified public accountant and earned his Bachelor’s Degree in Business Administration, with a concentration in accounting, from the University of New Hampshire.
About Arrhythmia Research Technology, Inc.
Arrhythmia Research Technology, Inc., through its wholly-owned subsidiary, Micron Products, Inc., manufactures components, devices and equipment for medical, military, law enforcement, industrial and automotive applications. The Company's orthopedic implant machining operation produces quick-turn, high volume and patient-specific, finished orthopedic implants. The Company has custom thermoplastic injection molding capabilities as well, and provides a full array of design, engineering and production services and management. The Company’s strategy for growth is to capitalize on its engineering expertise to develop proprietary products with its customers that rely on Micron’s extensive manufacturing capabilities for production. The Company is a market leader in the production and sale of silver/silver chloride coated and conductive resin sensors used as consumable component parts in the manufacture of integrated disposable electrophysiological sensors.
The Company routinely posts news and other important information on its websites: http://www.arthrt.com and http://www.micronproducts.com.
Arrhythmia Research Technology, Inc. Appoints Derek T. Welch as Chief Financial Officer
January 12, 2015
Page 2 of 2
Safe Harbor Statement
Forward-looking statements made herein are based on current expectations of Arrhythmia Research Technology, Inc. (“our” or the “Company”) that involve a number of risks and uncertainties and should not be considered as guarantees of future performance. The factors that could cause actual results to differ materially include our ability to forecast future prospects, to retain customers who represent significant proportions of revenue; our ability to maintain our pricing model and/or decrease our cost of sales; our ability to increase sales of higher margin products and services; our ability to manage our level of debt and provisions in the debt agreements which could limit our ability to react to changes in the economy or our industry; failure to comply with financial and other covenants in our credit facility; volatility in commodity and energy prices and our ability to offset higher costs with price increases; continued availability of supplies or materials used in manufacturing at competitive prices; variability of customer delivery requirements; variations in the mix of products sold; a stable interest rate market and/or a stable currency rate environment in the world, and specifically the countries where we are doing business; amount and timing of investments in capital equipment, sales and marketing, engineering and information technology resources and our ability to offset higher costs with price increases. More information about factors that potentially could affect the Company's financial results is included in the Company's filings with the Securities and Exchange Commission.
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For more information on Micron Products, Inc. or Arrhythmia Research Technology, Inc. contact: |
Investor and Media Contact: Deborah K. Pawlowski Kei Advisors LLC 716.843.3908 dpawlowski@keiadvisors.com | Company Contact: Derek T. Welch Chief Financial Officer 978.345.5000 |
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