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): October 25, 2004
_________
MILLIPORE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 001-09781 (0-1052) 04-2170233
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
_______
290 Concord Road, Billerica, Massachusetts 01821
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone number, including area code: (978) 715-4321
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Dr. Martin D. Madaus, age 45, has been appointed President and
Chief Executive Officer of Millipore Corporation, effective no later than
February 1, 2005. He will also be joining the Board of Directors of the
Company.
Dr. Madaus earned a Doctor of Veterinary Medicine at the
University of Munich and a Ph.D in Veterinary Medicine at the Veterinary School
of Hanover. Dr. Madaus' business experience over the last five years is as
follows:
2000 - Present ROCHE DIAGNOSTICS CORPORATION
Indianapolis, IN
President and CEO
Head of the Region - North America
1999 ROCHE MOLECULAR SYSTEMS
Pleasanton, CA
Vice President of Business Development
The Company's offer letter to Dr. Madaus provides for an annual
salary of $600,000, an annual bonus of approximately 65% of Dr. Madaus' salary
(subject to the discretion of the Board of Directors and achievement of
corporate and personal goals) and an initial grant of an option to acquire
150,000 shares of Company common stock with an exercise price per share equal
to the closing price of such stock on the day preceding Dr. Madaus' first day
of employment. An annual equity award will also be a part of his compensation.
Dr. Madaus will also participate in the Company's benefit programs. In
addition, the Company will reimburse Dr. Madaus for certain compensation
forfeited by his acceptance of the offer letter and will pay for Dr. Madaus'
relocation costs.
The Company has also agreed to execute the Company's current
Executive Termination Agreement and Severance Agreement in favor of Dr. Madaus.
The Executive Termination Agreement provides that if an impending change of
control (as defined in the Executive Termination Agreement) occurs, Dr. Madaus
would agree to remain employed by the Company through the period ending 180
days following the occurrence of any change of control or, if earlier, the date
on which the Board of Directors determines that there is no longer any threat
or likelihood of a change of control. No benefits are payable under the
Executive Termination Agreement unless a change of control occurs.
The Executive Termination Agreement provides that in the event
of Dr. Madaus' termination of employment within two years following a change of
control, unless such termination is by the Company for cause or due to Dr.
Madaus' disability, by reason of Dr. Madaus' death, or by Dr. Madaus without
good reason (each as defined in the Executive Termination Agreement), Dr.
Madaus would be entitled to the following payments and benefits: a lump sum
severance amount
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equal to 2.99 times the sum of (1) the highest base salary payable during the
three-year period ending on the date of termination of employment, plus (2) the
greater of (a) the highest actual bonus earned in respect of the three most
recently completed years prior to termination of employment and (b) the target
annual bonus for the year in which the termination of employment occurs; a
pro-rata target annual bonus for the year in which termination of employment
occurs; continuation of the Company's standard group employee insurance
coverages (e.g., health, dental, disability and life) for Dr. Madaus and his
family for a period of three years, or, if earlier, until the date that Dr.
Madaus receives from another employer not less favorable benefits; and a
supplemental retirement payment to provide Dr. Madaus with an aggregate
Company-provided pension benefit in an amount that would have been payable
under the Company's qualified and nonqualified pension plans and programs if
(1) Dr. Madaus' compensation were equal to the compensation used to determine
Dr. Madaus' lump sum severance payment set forth above, (2) Dr. Madaus were
credited with 2.5 times the actual number of years of service, with a minimum
of ten years of such credited service for purposes of determining both vesting
and benefit amounts and (3) Dr. Madaus were to receive the benefit of any
subsidized early retirement provisions regardless of Dr. Madaus' actual age at
termination of employment. The termination by Dr. Madaus of his employment for
any reason or no reason at the conclusion of the 180-day period following the
occurrence of a change of control will be treated as a termination of
employment with good reason.
The Executive Termination Agreement provides that upon a change
of control, all of Dr. Madaus' outstanding stock options become fully vested
and immediately exercisable (and each such option shall remain fully
exercisable until its originally scheduled expiration date) and all
restrictions on restricted stock shall lapse. In addition, Dr. Madaus would
receive a full gross-up payment for any excise tax imposed under Section 4999
of the Internal Revenue Code, and any taxes, interest and penalties imposed
with respect to such excise tax, such that Dr. Madaus would be placed in the
same after-tax position as he would have been in had no excise tax been
imposed. If Dr. Madaus is employed by the Company as of the change of control
(or terminates employment prior to the change of control for good reason), the
Executive Termination Agreement provides that Dr. Madaus would have the right,
during the 90-day period following the change of control, to sell to the
Company all shares of Company common stock owned by him at the time of, or
acquired by him within 90 days after, a change of control. The purchase price
to be paid by the Company shall be the highest price paid for shares of Company
common stock by the party effecting the change of control within 90 days prior
to the date of exercise of the put right.
The Severance Agreement provides Dr. Madaus with certain
severance benefits in the event of a termination of employment in the absence
of a change of control. Dr. Madaus cannot receive duplicate benefits under both
the Executive Termination Agreement and the Severance Agreement. In the event
of Dr. Madaus' termination of employment by the Company other than for cause
and other than due to Dr. Madaus' death or disability, Dr. Madaus would be
entitled to the following payments and benefits: an amount equal to 2.00 times
the sum of (a) the current base salary and (b) the annual target bonus for the
year in which termination of employment occurs, paid in substantially equal
installments over the severance period (measured in the number of years and/or
fractions thereof equal to Dr. Madaus' severance multiple), provided that if
Dr. Madaus becomes
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employed by another employer prior to the expiration of the severance period,
then in lieu of receiving any future installment payments Dr. Madaus will
receive a lump sum payment of 50% of the aggregate then remaining unpaid
installments; a pro-rata target annual bonus for the year in which termination
of employment occurs; continuation of the Company's standard group employee
insurance coverages (e.g., health, dental, disability and life) for Dr. Madaus
and his family as made available to the Company's active employees for a period
of two years, or, if earlier, until the date that Dr. Madaus receives from
another employer not less favorable benefits; 50% of Dr. Madaus' then
outstanding unvested stock options and 50% of Dr. Madaus' then outstanding
shares of restricted stock (and 50% of any other then outstanding unvested
equity-based awards) shall vest and any restrictions on such restricted stock
shall lapse, and, in the case of stock options, become exercisable as of the
date of termination of employment (and remain exercisable for up to six months
thereafter); and outplacement services for the duration of the severance
period. No benefits are payable under the Severance Agreement in the event Dr.
Madaus' employment is terminated by reason of his voluntary resignation, death
or disability or by the Company for cause. No benefits will be payable under
the Severance Agreement unless Dr. Madaus first executes a waiver and general
release in favor of the Company relating to all claims or liabilities of any
kind relating to his employment with the Company or a subsidiary thereof and
the termination of such employment.
Pursuant to the Severance Agreement, for the duration of the
severance period, Dr. Madaus would agree to customary covenants relating to
noncompetition, nonsolicitation and nonhiring, provided that Dr. Madaus is not
bound by these covenants unless he is entitled to receive severance benefits
under the Severance Agreement, and provided further that these covenants do not
apply if Dr. Madaus is entitled to receive severance payments and benefits
under the Executive Termination Agreement. Dr. Madaus also agrees to a
customary nondisclosure covenant.
ITEM 8.01 OTHER EVENTS
On October 25, 2004 Millipore Corporation issued a press release
announcing that Dr. Martin D. Madaus had been appointed President and Chief
Executive Officer of the Company, effective no later than February 1, 2005. He
will also be joining the Board of Directors of the Company. The press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Title
99.1 Press Release issued October 25, 2004.
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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.
MILLIPORE CORPORATION
/s/ Jeffrey Rudin
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Jeffrey Rudin
Vice President and General Counsel
Date: October 25, 2004
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EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release issued October 25, 2004
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