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) February 15, 2010
RTI BIOLOGICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
2010 Salaries and Bonus Targets. On February 15, 2010, the Compensation Committee of the Board of Directors of RTI Biologics, Inc. (the “Company”) approved 2010 salaries and a bonus plan (the “2010 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2010 calendar year. The 2010 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include net income, operating cash flow, and revenues. 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 2010 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 | | 2010
Salary | | Bonus
Target | | | Bonus Criteria |
Brian K. Hutchison | | Chairman, and Chief Executive Officer | | $ | 512,000 | | 62 | % | | Revenue 25%, Net Income 25% and Cash Flow 50% |
| | | | |
Thomas F. Rose | | Executive Vice President, Chief Financial Officer and Secretary | | $ | 305,000 | | 50 | % | | Revenue 25%, Net Income 25% and Cash Flow 50% |
| | | | |
Roger W. Rose | | Executive Vice President | | $ | 305,000 | | 50 | % | | Revenue 25%, Net Income 25% and Cash Flow 50% |
| | | | |
Caroline Hartill | | Vice President of Quality Assurance and Regulatory Affairs and Chief Scientific Officer | | $ | 305,000 | | 50 | % | | Revenue 25%, Net Income 25% and Cash Flow 50% |
| | | | |
Karl H. Koschatzky | | President of International Operations | | $ | 244,199 | | 30 | % | | Revenue 25%, Net Income 25% and Cash Flow 50% |
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.
| | | | |
| | RTI BIOLOGICS, INC. |
| | |
| Date: February 26, 2010 | | By: | | /s/ Thomas F. Rose |
| | Name: | | Thomas F. Rose |
| | Title: | | Executive Vice President and Chief Financial Officer |
