Current Report Filing (8-k)
November 09 2020 - 04:11PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8‑K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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November 9, 2020
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(Date of Report (date of earliest event reported)
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IRIDEX CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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0-27598
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77-0210467
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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1212 Terra Bella Avenue
Mountain View, California 94043
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(Address of principal executive offices, including zip code)
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(650) 940-4700
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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):
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☐Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Securities registered pursuant to Section 12(b) of the Act:
Title of Class
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Trading
Symbol
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Name of Exchange on Which Registered
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Common Stock, par value $0.01 per share
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IRIX
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Nasdaq Global Market
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Item 2.02.Results of Operations and Financial Condition.
On November 9, 2020,
IRIDEX Corporation (the “Company”) issued a press release
discussing its financial results for its third fiscal quarter of
fiscal year 2020, which ended on September 26,
2020. The press release is
furnished herewith as Exhibit 99.1 and is incorporated herein by
reference.
This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange
Act”), or incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.
(b)
On November 5, 2020, James Mackaness, a partner at FLG Partners,
LLC (“FLG Partners”), resigned from his position as Interim Chief
Financial Officer of the Company, effective November 11, 2020. Mr.
Mackaness did not resign as a result of any disagreement with the
Company on any matter relating to the Company’s operations,
policies or practices.
Fuad Ahmad was appointed by the Company’s Board of Directors as its
Interim Chief Financial Officer, replacing Mr. Mackaness effective
on November 11, 2020. Mr. Ahmad, 49, has been a partner
at FLG Partners since January 2013 and has served as consulting
Chief Financial Officer for multiple clients of FLG Partners. From
November 2019 to August 2020. Mr. Ahmad served as Interim Chief
Financial Officer of Cutera, Inc. Previously, Mr. Ahmad served on
an FLG Partners assignment as Chief Financial Officer of Telenav,
Inc., a listed enterprise software company focused on connected
care and location-based services. From April 2016 to June 2018, Mr.
Ahmad served as Chief Financial Officer of Quantum Corporation, a
listed company focused on enterprise data storage and software
defined storage workflows. From November 2015 to March 2016, Mr.
Ahmad served on an FLG Partners assignment for Real Time
Innovation, Inc., a private enterprise IoT software company. At
Real Time Innovation, Mr. Ahmad served as an advisor to the board
of directors and the chief executive officer as the company
transitioned the business to subscription pricing. Prior to Real
Time Innovation, Mr. Ahmad served on an FLG Partners assignment as
Chief Financial Officer for Ensighten, Inc. from February 2013
until November 2015. From June 1996 to April 2012, Mr. Ahmad served
in various positions with both public and private companies. Mr.
Ahmad received a B.S. in Finance from Brigham Young University.
In connection with Mr.
Ahmad’s appointment as the Company’s Interim Chief Financial
Officer, the Company amended its consulting agreement (the “FLG
Consulting Agreement”) with FLG Partners. Pursuant to the FLG Consulting Agreement, the
Company will pay FLG Partners $400 per hour for Mr. Ahmad’s
services to the Company for actual
hours of service provided. The FLG Consulting Agreement with FLG
Partners also requires the Company to indemnify Mr. Ahmad
and FLG Partners in connection with
the performance of services for the Company. The FLG Consulting
Agreement has an indefinite term and is terminable by either party
upon 30 days’ advance written notice.
Other than the indemnification described herein, Mr. Ahmad has no direct or indirect material
interest in any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K promulgated under the Securities
Exchange Act of 1934, as amended, nor are any transactions
currently proposed.
There are no family relationships between Mr. Ahmad and any of the Company’s directors or
executive officers.
Item 9.01.Financial Statements and Exhibits.
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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IRIDEX CORPORATION
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By:
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/s/ David I. Bruce
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David I. Bruce
President and Chief Executive Officer
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Date: November 9, 2020