UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 28, 2008
REGENERATION TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | | 0-31271 | | 59-3466543 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
| 11621 Research Circle, Alachua, Florida | | 32615 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (386) 418-8888
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:
| ¨ | 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 | Compensatory Arrangements of Certain Officers. |
2008 Salaries and Bonus Targets. On January 28, 2008, the Compensation Committee of the Board of Directors of Regeneration Technologies, Inc. (the “Company”) approved 2008 salaries and a bonus plan (the “2008 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2008 calendar year. The 2008 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include net income, operating cash flow, and revenue, and vary from officer to officer as set forth in the table below. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.
The table below sets forth the 2008 salaries and bonus targets (expressed as a percentage of salary) for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:
| | | | | | | | | | |
Name | | Office | | 2008 Salary | | Bonus
Target | | | Bonus Criteria (each weighted equally) |
Brian K. Hutchison | | Chairman, President and Chief Executive Officer | | $ | 441,000 | | 61 | % | | Net Income and Cash Flow |
| | | | |
Thomas F. Rose | | Vice President, Chief Financial Officer and Secretary | | $ | 262,500 | | 50 | % | | Net Income and Cash Flow |
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Roger W. Rose | | Executive Vice President | | $ | 262,500 | | 50 | % | | Net Income, Cash Flow and Revenue |
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Caroline Hartill | | Vice President of Quality Assurance and Regulatory Affairs and Chief Scientific Officer | | $ | 241,500 | | 46 | % | | Net Income and Cash Flow |
| | | | |
Joseph W. Condon | | Vice President of Operations | | $ | 220,500 | | 41 | % | | Net Income, Cash Flow, Revenue and Operations Specific Criteria |
Stock Option Grants. On January 28, 2008, the Compensation Committee approved awards of stock options to certain executive officers of the Company pursuant to the 2004 Equity Incentive Plan (the “Plan”). These options are exercisable for $7.45 per share (the closing price on the date of grant) and will vest in five equal annual installments beginning on the first anniversary of the date of grant, subject to accelerated vesting upon the occurrence of a “Change of Control” (as defined in the Plan).
The table below sets forth the number of stock options awarded to the Company’s named executive officers:
| | | | |
Name | | Office | | Number of Options |
Brian K. Hutchison | | Chairman, President and Chief Executive Officer | | 35,000 |
| | |
Thomas F. Rose | | Vice President, Chief Financial Officer and Secretary | | 30,000 |
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Roger W. Rose | | Executive Vice President | | 30,000 |
| | |
Caroline Hartill | | Vice President of Quality Assurance and Regulatory Affairs and Chief Scientific Officer | | 30,000 |
In addition, on January 28, 2008, the Compensation Committee approved an award of 10,000 stock options to each member of the Company’s Board of Directors pursuant to the Plan. These options are exercisable for $7.45 per share (the closing price on the date of grant) and will vest on the first anniversary of the date of grant, subject to accelerated vesting upon the occurrence of a “Change of Control” (as defined in the Plan).
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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| | REGENERATION TECHNOLOGIES, INC. |
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| Date: January 31, 2008 | | By: | | /s/ Thomas F. Rose |
| | Name: | | Thomas F. Rose |
| | Title: | | Vice President and Chief Financial Officer |
