================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) September 13, 2005
ALIGN TECHNOLOGY, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-32259 94-3267295
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
881 Martin Avenue, Santa Clara, California 95050
------------------------------------------ ----------
(Address of Principal Executive Offices) (Zip Code)
(408) 470-1000
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not applicable
-------------------------------------------------------------
(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 (see General Instruction A.2. below):
[ ] 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-4(c))
================================================================================
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On September 13, 2005, Align Technology, Inc. ("Align") announced that
Cecilia Claudio has resigned, effective immediately, as Vice President,
Engineering and Chief Information Officer. Ms. Claudio will join Mercury
Interactive Corporation as Chief Information Officer. Accordingly, the
Employment Agreement dated September 13, 2004, between Ms. Claudio and Align
(the "Employment Agreement"), which sets forth, among other things, Ms.
Claudio's base salary, bonus opportunity, stock options, benefits and
responsibilities, was terminated.
A brief description of the terms and conditions of the Employment
Agreement is set forth under the caption "Executive Compensation - Employment
Agreements" in Align's Proxy Statement for the Annual Stockholder Meeting held
in 2005, filed with the Securities and Exchange Commission on April 18, 2005,
which disclosure is incorporated herein by reference. The description of the
Employment Agreement is qualified in its entirety by the full terms and
conditions of the Employment Agreement, the form of which was filed as Exhibit
10.19 to Align's Annual Report on Form 10-K for the fiscal year ended December
31, 2002, and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On September 13, 2005, Align issued a press release announcing the
resignation of Cecilia Claudio, Vice President, Engineering and Chief
Information Officer, effective immediately. Ms. Claudio will join Mercury
Interactive Corporation as CIO. The full text of the press release is attached
hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------
99.1 Press Release dated September 13, 2005
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.
Dated: September 13, 2005 ALIGN TECHNOLOGY, INC.
By: /s/ Eldon M. Bullington
------------------------------
Eldon M. Bullington
Vice President of Finance and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------
99.1 Press release dated September 13, 2005