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 22, 2007
ev3 Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 000-51348 |
| 32-0138874 |
(State or Other Jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer Identification |
9600 54th Avenue North, Suite 100 |
|
|
Plymouth, Minnesota |
| 55442 |
(Address of Principal Executive Offices) |
| (Zip Code) |
(763) 398-7000
(Registrant’s telephone number, including area code)
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:
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))
o 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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On January 22, 2007, the Board of Directors of ev3 Inc., upon recommendation of the Compensation Committee, approved the grant of new time-based restricted stock awards and non-statutory stock options to certain employees, including ev3’s principal executive officer, principal financial officer and certain of ev3’s other named executive officers. These grants were made under new forms of stock grant certificates and option grant certificates, copies of which are being filed as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K, and which are incorporated herein by this reference. The vesting of the restricted stock grants is consistent with terms of a new ev3 Inc. Policy and Procedures Regarding Grants of Stock Options, Restricted Stock and Other Equity-Based Inventive Awards pursuant to which it is the general policy of ev3 that all time-based restricted stock grants have an annual vesting date of November 15th to ease the administrative burden on ev3’s management of handling the vesting of restricted stock grants on various dates throughout the year. The shares underlying the restricted stock grants vest or become non-forfeitable in four equal installments on November 15th of each year, commencing November 15, 2007. The vesting of the non-statutory stock options is consistent with ev3’s current policy of one-quarter of the shares underlying the stock option vesting on the one-year anniversary of the date of grant and 1/36 of the remaining shares underlying the stock option vesting on the one-month anniversary of the date of grant thereafter. The following stock options and restricted stock grants were made to ev3’s principal executive officer, principal financial officer and the following other named executive officer on January 22, 2007 pursuant to the new forms of grant certificates:
Name and Title |
| Shares Underlying |
| Shares Underlying |
|
James M. Corbett |
| 43,860 |
| 100,000 |
|
Patrick D. Spangler |
| 16,447 |
| 37,500 |
|
Stacy Enxing Seng |
| 17,544 |
| 40,000 |
|
In addition, on January 22, 2007, the Board of Directors of ev3 Inc., upon recommendation of the Compensation Committee, approved the following increases in the base salaries of ev3’s principal executive officer, principal financial officer and one other named executive officer.
Name and Title |
| 2006 Base Salary |
| 2007 Base Salary |
| ||
James M. Corbett |
| $ | 380,000 |
| $ | 420,000 |
|
Patrick D. Spangler |
| $ | 258,750 |
| $ | 289,800 |
|
Stacy Enxing Seng |
| $ | 269,100 |
| $ | 298,644 |
|
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
10.1 |
| Form of ev3 Inc. Amended and Restated 2005 Incentive Stock Plan Stock Grant Certificate |
10.2 |
| Form of ev3 Inc. 2005 Incentive Stock Plan Non-Incentive Stock Option Certificate |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 26, 2007 | ev3 Inc. | ||
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| ||
|
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| By: | /s/ Kevin M. Klemz |
|
| Name: Kevin M. Klemz | ||
| Title: Vice President, Secretary and Chief Legal Officer |
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ev3 Inc.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX
Exhibit |
| Description |
| Method of Filing |
10.1 |
| Form of ev3 Inc. Amended and Restated 2005 Incentive Stock Plan Stock Grant Certificate |
| Filed herewith |
|
|
|
|
|
10.2 |
| Form of ev3 Inc. 2005 Incentive Stock Plan Non-Incentive Stock Option Certificate |
| Filed herewith |
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