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 30, 2006
CANDELA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-14742 | | 04-2477008 |
(Commission File Number) | | (I.R.S. Employer Identification Number) |
| | |
530 Boston Post Road, Wayland, Massachusetts | | 01778 |
(Address of Principal Executive Offices) | | (Zip Code) |
(508) 358-7400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Item 1.01. Entry into a Material Definitive Agreement.
Director Compensation
On January 30, 2006, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the registrant approved compensation for members of the Board of Directors who are not employees of the registrant (each, a “Non-Employee Director”). Directors who are employees of the registrant receive no additional compensation for their service as a Director.
Retroactive to January 1, 2006, Non-Employee Directors will receive an annual retainer of $20,000. There was no change to the annual retainers paid to the Chair of the Board of Directors and the Chairs of its committees, and no change to fees for meetings attended. Non-Employee Directors are also reimbursed for out-of-pocket expenses incurred in connection with the performance of their duties as Directors.
In addition, on January 30, 2006, the Compensation Committee granted each Non-Employee Director stock-settled stock appreciation rights (“SARs”) with respect to 30,000 shares of the registrant’s common stock, $0.01 par value per share (the “Common Stock”) at a per share exercise price equal to the fair market value of the Common Stock on January 30, 2006. These SARs become exercisable in two equal annual installments beginning one year after the date of grant and will terminate on January 30, 2016, unless terminated earlier in accordance with the terms of such SARs.
Executive Officer Compensation
On January 30, 2006, the Compensation Committee granted each executive officer listed in the following table SARs with respect to the number of shares of Common Stock set forth opposite such executive officer’s name at the per share exercise price equal to the fair market value of the Common Stock on January 30, 2006. These SARs become exercisable in four equal annual installments beginning one year after the date of grant and will terminate on January 30, 2016, unless terminated earlier in accordance with the terms of such SARs.
Executive Officer | | Number of Shares of Common Stock Underlying SARs | |
Broyer, F. Paul | | 30,000 | |
Cardarelli, Paul B. | | 30,000 | |
Herman, Dennis S. | | 30,000 | |
Hsia, Dr. James C. | | 30,000 | |
McGrail, William H. | | 30,000 | |
McMillan, Dr. Kathleen | | 30,000 | |
Mori, Toshio | | 30,000 | |
Puorro, Gerard E. | | 80,000 | |
Quinn, Robert E. | | 20,000 | |
Wilber, Robert J. | | 30,000 | |
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.
| CANDELA CORPORATION |
| | |
| By: | /s/ F. Paul Broyer |
| | F. Paul Broyer |
| | Senior Vice President, Finance & Administration, and Chief Financial Officer (principal financial and accounting officer) |
Date: February 3, 2006
