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 31, 2006
Third Wave Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-31745 39-1791034
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
502 South Rosa Road, Madison, Wisconsin 53719
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(Address of Principal Executive Offices) (Zip Code)
(608) 273-8933
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(Registrant's Telephone number,
including area code)
N/A
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(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.
[_] 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
240.14a-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-4c))
Item 5.02. Entry into a Material Definitive Agreement.
The information contained in Item 5.02(b) below is incorporated herein by
reference.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
On January 31, 2006, Third Wave Technologies, Inc. ("Third Wave") and
James J. Herrmann, Vice President of Finance, mutually agreed to terminate his
employment with Third Wave effective March 16, 2006. To effect a smooth
transition, Mr. Herrmann will continue to serve as Third Wave's principal
financial officer through such time. In connection with Mr. Herrmann's
resignation, he and Third Wave entered into a severance agreement under which
Mr. Herrmann is entitled to the following severance benefits: (1) severance pay
at his current salary level through December 31, 2006, (2) a supplemental
transition payment of $25,000, less applicable taxes, payable on January 15,
2007 and (3) in exchange for the return of his vested option to purchase 175,000
shares of Third Wave Common Stock, an option grant on March 16, 2006 to purchase
43,750 shares of Third Wave Common Stock.
(c)
On January 31, 2006, Third Wave appointed Maneesh K. Arora as Chief
Financial Officer. Following a short transition period, Mr. Arora will become
Third Wave's principal financial officer on March 16, 2006.
Mr. Arora, 37, joined Third Wave in January 2003 with a strong background
in finance, business strategy and marketing. He served as the company's director
of marketing until his promotion to vice president of marketing and strategy in
October 2003. He was appointed senior vice president of commercial operations in
March 2004. Prior to joining Third Wave, Mr. Arora was director of corporate
strategy and new ventures at Ondeo Nalco, a $3-billion subsidiary of Suez, the
global industrial services provider. Mr. Arora spent nine years at Kraft Foods
in a range of finance, sales and marketing roles before joining Nalco. He earned
a master's of business administration degree from Northwestern's Kellogg School
of Management and bachelor's degree in economics from the University of Chicago.
Mr. Arora is party to an employment agreement with Third Wave dated May
10, 2005. The agreement provides for an initial base salary of $290,000 and
permits employment to be terminated at any time by either Mr. Arora or Third
Wave. If the agreement is terminated by Third Wave other than for "cause" (as
defined in the agreement) or Mr. Arora voluntarily terminates his employment for
"good reason" (as defined in the agreement), Mr. Arora would be entitled to
receive the following severance benefits: (1) an amount equal to one year's base
salary, (2) in the event that the termination occurs within one year following a
change of control (as defined in the employment agreements), a pro-rated target
bonus, (3) twelve months of health insurance premiums, (4) $10,000 of
outplacement consulting fees, (5) earned but unpaid bonuses and (6) earned but
unpaid long term-incentive plan payments (as "earned" is defined in those
plans).
2
A copy of Mr. Arora's employment agreement is filed with this report as
Exhibit 10.2 and is hereby incorporated by reference herein. The foregoing
description of the agreement does not purport to be complete and is qualified in
its entirety by reference to the full text of the agreement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement between Maneesh Arora and Third Wave
Technologies, Inc. dated May 10, 2005
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has fully caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THIRD WAVE TECHNOLOGIES, INC.
Date: February 6, 2006 By: /s/ Kevin T. Conroy
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Name: Kevin T. Conroy
Title: President & Chief Executive Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
EXHIBITS
CURRENT REPORT
ON
FORM 8-K
Date of Event Reported: January 31, 2006 Commission File No: 000-31745
THIRD WAVE TECHNOLOGIES, INC.
EXHIBIT INDEX
Exhibit No. Exhibit Description
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10.1 Employment Agreement between Maneesh Arora and Third Wave
Technologies, Inc. dated May 10, 2005, incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2005