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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
February 18, 2005
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 February 15, 2005, Diomed Holdings, Inc. (the "Company"), with the approval
of its Board of Directors upon the recommendation of the Board's Compensation
Committee, modified the terms of its employment of several of the Company's
officers, specifically: James A. Wylie ("Wylie") Chief Executive Officer; David
B. Swank ("Swank"), Chief Financial Officer; Christopher Geberth ("Geberth"),
Vice President Finance; Cary Paulette("Paulette"), Vice President North American
Sales, of the Company's wholly-owned subsidiary, Diomed, Inc.; John Welch
("Welch"), Vice President Marketing of Diomed, Inc. and Kevin Stearn
("Stearn"), Managing Director of the Company's wholly-owned subsidiary, Diomed
Ltd.
The following summarizes the material terms of the changed employment terms of
these officers:
Wylie
The terms of Wylie's employment were modified by:
(i) extending the term of employment through December 31, 2007 (formerly, the
term was through December 31, 2005);
(ii) providing that in the event of termination by the Company without cause or
by Wylie for good reason, the Company will pay an amount equal to either his
base compensation for the remainder of the term or 12 months, whichever is
greater (formerly, severance pay was limited to the remainder of the term, no
release was required and the Company was not entitled to suspend payment in the
event of a breach); and
(iii) clarifying that Wylie will be able to terminate his employment agreement
upon not less than 90 days' notice for reasons other than good reason, in which
case the Company will not be required to pay severance.
Swank
The terms of Swank's employment were modified by:
(i) providing a term through December 31, 2005, renewable annually thereafter
unless either party gives notice of non-renewal by November 30 (formerly, the
term was for six months commencing September 3, 2003 and was renewable
automatically thereafter, subject to cancellation with six months' notice);
(ii) providing that the Company may terminate Swank's employment for cause upon
written notice and subject to a 30-day cure period in certain instances;
(iii) providing that in the event of termination by the Company without cause or
by Swank for good reason, the Company will pay an amount equal to either his
base compensation for the remainder of the term or 12 months, whichever is
greater, but only if Swank executes a release of claims against the Company and
does not breach his obligations with respect to intellectual property rights,
non-competition and non-solicitation (formerly, Swank was not entitled to
severance pay);
(iv) providing that Swank will not use or disclose proprietary information or
confidential information, that all proprietary information is the property of
the Company and that all inventions of Swank during the term related to the
Company's business are the property of the Company and
(v) providing that Swank will not compete with the Company or solicit Company
customers, suppliers or employees during the term or for 12 months thereafter
(formerly, Swank had no such restrictions).
Geberth, Paulette, Welch, and Stearn
The terms of the Company's employment of each of Geberth, Paulette, Welch and
Stearn were modified by providing that that in the event of termination by the
Company without cause, the Company will pay the employee an amount equal to 12
months' annual base salary, but only if the employee executes a release of
claims against the Company and does not breach his obligations with respect to
non-competition and non-solicitation (formerly, Welch was not entitled to
severance pay and Geberth, Paulette and Stearn were entitled to nine months
severance pay, as to which no release was required and the Company was not
entitled to suspend payment in the event of a breach).
Copies of the Company's agreements which effect the changed terms described
above are attached as exhibits to this Current Report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
- ---------------- ---------------------------------------------------------------
10.1 Letter of Amendment, dated February 15, 2005, to Agreement for
Services, dated December 28, 2003, between the Company and
Global Strategy Associates (regarding services of James A.
Wylie, Jr.)
- ---------------- ---------------------------------------------------------------
10.2 Agreement for Services, dated as of January 1, 2005, between
the Company and BrookstoneFive, Inc. (regarding services of
David A. Swank)
- ---------------- ---------------------------------------------------------------
10.3 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated April 13, 2004, between the Company and
Christopher Geberth
- ---------------- ---------------------------------------------------------------
10.4 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated December 4, 2004, between the Company and
Cary Paulette
- ---------------- ---------------------------------------------------------------
10.5 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated September 9, 2002, between the Company and
John Welch
- ---------------- ---------------------------------------------------------------
10.6 Letter of Amendment, dated February 15, 2005, to Agreement,
dated September 4, 2001, between the Company and Kevin Stearn
- ---------------- ---------------------------------------------------------------
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: February 18, 2005 By: /s/ JAMES A. WYLIE, JR.
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Name: James A. Wylie, Jr.
Title: President and Chief Executive Officer
EXHIBITS
- ---------------- ---------------------------------------------------------------
10.1 Letter of Amendment, dated February 15, 2005, to Agreement for
Services, dated December 28, 2003, between the Company and
Global Strategy Associates (regarding services of James A.
Wylie, Jr.)
- ---------------- ---------------------------------------------------------------
10.2 Agreement for Services, dated as of January 1, 2005, between
the Company and BrookstoneFive, Inc. (regarding services of
David A. Swank)
- ---------------- ---------------------------------------------------------------
10.3 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated April 13, 2004, between the Company and
Christopher Geberth
- ---------------- ---------------------------------------------------------------
10.4 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated December 4, 2004, between the Company and
Cary Paulette
- ---------------- ---------------------------------------------------------------
10.5 Letter of Amendment, dated February 15, 2005, to Letter
Agreement, dated September 9, 2002, between the Company and
John Welch
- ---------------- ---------------------------------------------------------------
10.6 Letter of Amendment, dated February 15, 2005, to Agreement,
dated September 4, 2001, between the Company and Kevin Stearn
- ---------------- ---------------------------------------------------------------