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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
December 9, 2004
Diomed Holdings, Inc.
Delaware 000-32045 84-1480636
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
1 Dundee Park
Andover, MA 01810
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (978-475-7771)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 4, 2004, Diomed, Inc. ("Diomed"), a wholly-owned subsidiary of
Diomed Holdings, Inc. (the "Company"), hired Mr. Cary Paulette as its Vice
President, North American Sales.
The following summarizes the material terms of Mr. Paulette's employment with
Diomed:
Mr. Paulette's annual salary will be $175,000, with a signing bonus of $25,000
and annual bonus of 50% of base salary, if he achieves established performance
criteria. Subject to approval by the Company's Compensation Committee, the
Company will grant to Mr. Paulette options under its 2003 Omnibus Incentive Plan
to purchase 50,000 shares of the Company's common stock at a price equal to the
market value of the common stock on the date of employment, to vest quarterly in
arrears over a three year period. Mr. Paulette will also be eligible for further
awards at a level to be determined by the Compensation Committee, subject to
achievement of performance criteria and stockholder approval of a new or
expanded Omnibus Incentive Plan in 2005. Diomed will reimburse Mr. Paulette for
certain relocation expenses, up to $60,000, and provide a $750 monthly car
allowance. Mr. Paulette represents to Diomed that he is not subject to any
confidentiality, non-competition or other agreements with any third parties that
would be breached by or conflict with his employment by Diomed or would affect
his ability to devote his full time and attention to Diomed, and agrees to
certain confidentiality, non-competition, non-solicitation and intellectual
property assignment provisions. Mr. Paulette's employment is "at will," provided
that Diomed will pay him a minimum of six months of severance if it terminates
his employment other than for cause. Mr. Paulette's employment commenced
December 8, 2004.
On December 7, 2004, Diomed issued a press release regarding its employment of
Mr. Paulette.
Copies of Diomed's employment letter, proposed form of option grant agreement
and December 7, 2004 press release are attached as exhibits to this Current
Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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10.1 Employment Letter, dated December 3, 2004, signed by Cary Paulette
on December 4, 2004
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10.2 Form of Proposed Incentive Option Agreement
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99.1 Press Release, dated December 7, 2004, regarding employment of Cary
Paulette
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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.
Diomed Holdings, Inc.
(Registrant)
Date: December 9, 2004 By: /s/ JAMES A. WYLIE, JR.
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Name: James A. Wylie, Jr.
Title: President and Chief Executive Officer
List of Exhibits:
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10.1 Employment Letter, dated December 3, 2004, signed by Cary
Paulette on December 4, 2004
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10.2 Form of Proposed Incentive Option Agreement
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99.1 Press Release, dated December 7, 2004, regarding employment of
Cary Paulette
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