UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 2007
Volcano Corporation
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) | 000-52045 (Commission File Number) | 33-0928885 (I.R.S. Employer Identification No.) |
| 2870 Kilgore Road Rancho Cordova, California (Address of principal executive offices) | 95670 (Zip Code) |
(800) 228-4728
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective as of July 17, 2007, the Board of Directors (the “Board”) of Volcano Corporation (the “Company”) elected Kieran T. Gallahue to the Board, to serve in the class of directors whose term of office expires at the Company’s 2010 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. Mr. Gallahue’s election was recommended to the Board by the Corporate Governance Committee of the Board. Mr. Gallahue was also named as a member of the Audit Committee of the Board, effective immediately upon his election to the Board.
Effective as of July 17, 2007, in accordance with the Company’s Director Compensation Policy, the Board granted to Mr. Gallahue under the Company’s 2005 Equity Compensation Plan (the “2005 Plan”) (i) a nonstatutory stock option to purchase 20,000 shares of the Company’s common stock (the “Initial Grant”) and (ii) a nonstatutory stock option to purchase 7,333 shares of the Company’s common stock (the “Prorated Annual Grant”). Each of the Initial Grant and the Prorated Annual Grant was granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The Initial Grant vests as to 1/48th of the shares subject to the option per month and the Prorated Annual Grant vests as to 1/11th of the shares subject to the option per month;provided, however,that in each case, all vesting will cease if Mr. Gallahue resigns from the Board or otherwise ceases to serve as director, unless the Board determines that the circumstances warrant continuation of vesting. Notwithstanding the foregoing, each of the Initial Grant and the Prorated Annual Grant will fully vest immediately if there is a Change in Control (as defined in the 2005 Plan) and Mr. Gallahue will cease to serve as a director of the Company (or as a director of the successor corporation) as a result of such Change in Control.
Pursuant to the Company’s Director Compensation Policy, Mr. Gallahue will be eligible to receive an annual retainer fee of up to $24,000 and will be reimbursed for reasonable out-of-pocket travel expenses incurred in connection with attendance at and participation in Board meetings. In addition, Mr. Gallahue will be eligible to receive $500 for attendance at each Board meeting and an annual retainer fee of up to $3,000 for serving as a member of the Audit Committee of the Board.
The Company also entered into a standard form of indemnity agreement with Mr. Gallahue (the “Indemnity Agreement”). The Indemnity Agreement provides, among other things, that the Company will indemnify Mr. Gallahue, under the circumstances and to the extent provided for therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as a director of the Company, and otherwise to the fullest extent permitted under Delaware law and the Company’s Bylaws.
The Company’s standard form of indemnity agreement was previously filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. 333-132678), as amended, as filed on March 24, 2006, and is incorporated herein by reference.
SIGNATURE
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.
| Volcano Corporation | ||||
| By: | /s/ John T. Dahldorf | |||
| John T. Dahldorf | ||||
| Chief Financial Officer | ||||
Date: July 17, 2007