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): March 29, 2006
Cardica, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 000-51772 | | 94-3287832 |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | |
| 900 Saginaw Drive, Redwood City, CA | | 94063 |
| | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(650) 364-9975
(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)) |
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| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On March 29, 2006, the Board of Directors of Cardica, based upon the recommendation of the Board’s Compensation Committee, approved the grant of non-qualified and incentive stock options to purchase Cardica’s common stock under the 2005 Equity Incentive Plan to the following executive officers:
| | | | | |
| | | Number of Stock |
| Name and Position | | Options |
| | | | | |
| Bernard Hausen, M.D., Ph.D. | | | 35,000 | |
| President & CEO | | | | |
| | | | | |
| Douglas Ellison | | | 25,000 | |
| Vice President, Sales & Marketing | | | | |
| | | | | |
| Bryan Knodel | | | 10,000 | |
| Vice President, Research & Development | | | | |
| | | | | |
| Robert Newell | | | 20,000 | |
Chief Financial Officer and
Vice President, Finance & Operations | | | | |
Each granted option has a ten-year term for persons who continue to serve as employees of Cardica. The exercise price for the options is $8.00, which was the fair market value of Cardica’s common stock on March 29, 2006. The options vest 1/48th each month for the next 48 months.
On March 29, 2006, the Board of Directors of Cardica, based on the recommendation of the Board’s Compensation Committee, also approved cash bonuses for the following executive officers, based on their individual performances during the past year as well as the Company’s performance:
| | | | | |
| Executive Officer | | Cash Bonus |
| | | | | |
| Bernard Hausen, M.D., Ph.D. | | $ | 200,000 | |
| | | | | |
| Bryan Knodel | | $ | 20,000 | |
| | | | | |
| Robert Newell | | $ | 50,000 | |
On March 29, 2006, the Board of Directors of Cardica, based on the recommendation of the Board’s Compensation Committee, approved new base salaries, effective April 1, 2006, for the following executive officers:
| | | | | | | | | |
| Executive Officer | | 2005 Base Salary | | 2006 Base Salary |
| | | (effective since 2003) | | (effective April 1, 2006) |
| | | | | | | | | |
| Bernard Hausen, M.D., Ph.D. | | $ | 236,000 | | | $ | 295,000 | |
| | | | | | | | | |
| Robert Newell | | $ | 183,000 | | | $ | 205,000 | |
Bonus Plan for Vice President of Sales and Marketing
On March 29, 2006, the Board of Directors of Cardica, based on the recommendation of the Board’s Compensation Committee, ratified a bonus plan for Doug Ellison, the Vice President of Sales and Marketing. Mr. Ellison’s base salary is $190,000 and he is guaranteed a quarterly bonus of $20,000. In addition, he is eligible to receive additional bonuses of up to $20,000 each quarter upon the achievement (as determined by the Chief Executive Officer) of certain corporate objectives (i.e., number of surgeons trained on Cardica’s products, level and type of account penetration, number of sales and level of sales growth). Further, in the event that Cardica exceeds its sales plan for the year, Mr. Ellison is entitled to receive up to 6% of Cardica’s gross sales over the gross sales contemplated by the sales plan.
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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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| | Cardica, Inc.
(Registrant)
| |
| Date: April 4, 2006 | | /s/ Robert Y. Newell | |
| | |
Robert Y. Newell, Chief Financial Officer | |
| | | | |
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