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): November 18, 2019
QUIDEL CORPORATION (Exact name of Registrant as specified in its Charter) |
Delaware | 0-10961 | 94-2573850 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
9975 Summers Ridge Road, San Diego, California 92121
(Address of principal executive offices, including zip code)
(858) 552-1100
(Registrant’s telephone number, including area code)
12544 High Bluff Drive, Suite 200, San Diego, California 92130
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.001 Par Value | QDEL | NASDAQ Global Market |
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):
☐ 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 240.12a-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))
Securities registered pursuant to Section 12(b) of the Act:
| Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company | ☐ |
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 22, 2019, Quidel Corporation (the “Company”) and Randall J. Steward, the Company’s Chief Financial Officer, entered into an Individual Retirement Program (the “Program”) as approved by the Board of Directors and Compensation Committee of the Board of Directors. This program was entered into as part of the Company’s succession planning and planning for the potential retirement in several years of Mr. Steward. The Program is intended to provide an incentive for Mr. Steward to continue his employment as the Company’s Chief Financial Officer through at least March 31, 2022.
The Program provides that for each calendar year that Mr. Steward continues to be employed by the Company as its Chief Financial Officer he will receive restricted stock units (“RSUs”) with a value on the date of grant of $1,300,000. The award agreement for any RSUs issued pursuant to the Program will provide for the following vesting schedule: one-third of the RSUs will vest each year on the anniversary of the date of grant, subject to Mr. Steward’s continued employment with the Company in any capacity. The Program contemplates that the RSU grants described above will constitute the sole equity incentive compensation that Mr. Steward will be entitled to receive on or after January 1, 2020.
The Program also contemplates that if Mr. Steward remains employed by the Company in good standing as its Chief Financial Officer through at least March 31, 2022, then upon Mr. Steward ceasing to serve as the Company’s Chief Financial Officer he and the Company will enter into a Special Advisor Agreement, in the form provided in the Program. The Special Advisor Agreement will provide that upon ceasing to serve as the Company’s Chief Financial Officer, Mr. Steward will be engaged as a full-time employee of the Company, serving as a non-officer special advisor to the Company for a period of one year, subject to the terms and conditions thereof. During such time as Mr. Steward serves as a special advisor, he will receive a base salary equal to 50% of his base pay rate as of the date he ceased to serve as Chief Financial Officer and his outstanding equity awards will continue to vest and be governed by the applicable equity incentive plan and award agreements.
The foregoing description of the Program does not purport to be complete and is qualified in its entirety by reference to the full text of the Individual Retirement Program, including the form of Special Advisor Agreement attached thereto, which is filed as Exhibit 10.1 to this Form 8-K and is hereby incorporated by reference into this Item 5.02.
Also on November 18, 2019, the Compensation Committee of the Board of Directors approved a special grant of RSUs to each of Robert J. Bujarski and Randy Steward in the amount of 3,100 RSUs each (a value of $200,000 for each grant). These grants were intended to recognize the significant and successful efforts of Messrs. Bujarski and Steward towards the integration of the Triage and BNP Businesses since their acquisition from Alere Inc. in October 2017. The award agreements for these RSU will provide for the following vesting schedule: one-third of the RSUs will vest each year on the anniversary of the date of grant, subject to continued employment.
Item 9.01 Financial Statements and Exhibits
| (d) Exhibits | ||||
| 10.1 | ||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document | |||
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.
Date: November 22, 2019
| QUIDEL CORPORATION | |||
| /s/ PHILLIP S. ASKIM | |||
| By: Phillip S. Askim | |||
| Secretary | |||