SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 17, 2002
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CLOSURE MEDICAL CORPORATION
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(Exact Name of Registrant Specified in Charter)
Delaware 0-28748 56-1959623
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(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
5250 Greens Dairy Road
Raleigh, North Carolina 27616
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (919) 876-7800
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On May 17, 2002, the Company entered into an Amendment to Executive
Agreements between the Company and Robert V. Toni. The agreement is filed as
Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
10.1 Amendment to Executive Agreements, dated as of May 17,
2002, between Closure Medical Corporation and Robert V.
Toni.
Item 9. Regulation FD Disclosure.
On May 17, 2002, the Company entered into an Amendment to
Executive Agreements with Robert V. Toni, the Company's current President and
Chief Executive Officer (the "Amendment"). Among other things, the Amendment
provides that following the naming of a successor Chief Executive Officer, Mr.
Toni will provide certain transitional services to the Company (e.g., making
introductions of such successor Chief Executive Officer to clients and other
parties) as well as enter into a noncompetition agreement with the Company
restricting Mr. Toni's ability to compete with the Company for a period of three
years. If Mr. Toni satisfies all of his obligations under the Amendment
(including entering into the noncompetition agreement), Mr. Toni will be
entitled to thirty-six monthly payments commencing in the month in which such
duties are satisfied, for an aggregate amount of $600,000. If Mr. Toni fails to
satisfy any of his obligations under the Amendment, he will not be entitled to
such monthly payments and the Company will simply be obligated to pay Mr. Toni
his salary and benefits through the last date in which he is employed with the
Company.
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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.
CLOSURE MEDICAL CORPORATION
(Registrant)
By /s/ Benny Ward
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Benny Ward
Vice President of Finance and
Chief Financial Officer
Dated: May 24, 2002
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Exhibit Index
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Exhibit
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10.1 Amendment to Executive Agreements, dated as of May 17, 2002,
between Closure Medical Corporation and Robert V. Toni.