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) April 13, 2018
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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0-27598 |
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77-0210467 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer |
1212 Terra Bella Avenue
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 940-4700
(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):
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) |
Resignation of Director |
On April 13, 2018, George Marcellino resigned from the board of directors (the “Board”) of Iridex Corporation (the “Company”) and the Nominating and Governance Committee of the Board (the “Nominating and Governance Committee”), in each case effective as of April 13, 2018. Mr. Marcellino did not resign due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
(d) Appointment of Directors
On April 13, 2018, the Company appointed David Bruce and Maria Sainz to the Board, effective as of April 13, 2018. In addition, Mr. Bruce will be appointed to the Compensation Committee of the Board (the “Compensation Committee”) and Ms. Sainz will be appointed to the Compensation Committee and the Nominating and Governance Committee.
Mr. Bruce and Ms. Sainz will receive standard compensation available to non-employee members of the Board and committees of the Board and each will receive an option to purchase 15,000 shares of the Company’s common stock which vests in in equal monthly installments over four years following the effective date of the grant. In addition, it is expected that Mr. Bruce and Ms. Sainz will execute the Company’s standard form of indemnification agreement.
There are no arrangements or understandings between Mr. Bruce or Ms. Sainz and any other person pursuant to which Mr. Bruce or Ms. Sainz was elected as directors of the Company. There are no family relationships between Mr. Bruce or Ms. Sainz and any director or executive officer of the Company, and, other than as described above, no transactions involving Mr. Bruce or Ms. Sainz that would require disclosure under Item 404(a) of Regulation S-K.
The Company’s press release dated April 16, 2018 regarding Mr. Bruce and Ms. Sainz’s appointments is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits. |
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(d) |
Exhibits
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Exhibit No. |
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Description |
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10.1* |
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Form of Indemnification Agreement between the Company and its directors and officers. |
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99.1 |
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*Incorporated by reference to the Exhibits filed with the Registrant’s Report on Form 8-K on July 11, 2016.
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.
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IRIDEX CORPORATION |
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By: |
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/s/ William M. Moore |
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William M. Moore President and Chief Executive Officer |
Date: April 16, 2018
Exhibit 99.1
IRIDEX Announces Appointment of Maria Sainz and David Bruce to its Board of Directors
Mountain View, Calif., April 16, 2018— IRIDEX Corporation (Nasdaq: IRIX) today announced the appointment of Maria Sainz and David Bruce to the Company’s Board of Directors effective as of April 13, 2018. Ms. Sainz and Mr. Bruce will both join the Compensation Committee. Ms. Sainz will also join the Nominating and Governance Committee. Concurrent with these additions, George Marcellino will depart from the Board of Directors to focus on his new role as IRIDEX’s Vice President of Clinical Affairs.
“We are delighted to have two industry leaders, both with deep experience leading growth stage medical device companies, join our Board of Directors,” said William M. Moore, President and Chief Executive Officer. “Their relevant experience and expertise in product development and commercialization directly aligns with our priority to accelerate Cyclo G6 adoption and utilization worldwide. Maria and David are ideal additions to our team and we look forward to their contributions.”
Maria Sainz brings 25 years of experience in the medical device industry to the IRIDEX Board of Directors. Sainz most recently served as President and Chief Executive Officer of CardioKinetix, a privately held transcatheter cardiovascular implant company. There she led the company’s regulatory, clinical and commercialization efforts outside the U.S. while securing expedited access pathway status for the device in the U.S. Previously she served as President and CEO for Concentric Medical where she contributed to ramping revenues to $36 million and negotiated the acquisition of the company by Stryker Corporation. Prior, Sainz held several leadership positions with Guidant Corporation. She was President of the Cardiac Surgery Division for Guidant at the time of the company’s acquisition by Boston Scientific, at which point she continued as an advisor to Boston Scientific. Sainz began her career at Eli Lilly & Co. She holds a Master of Arts in Languages from the University of Complutense in Madrid and a Master of International Management from the American Graduate School of International Management. She currently serves on the Board of Directors for Halyard Health, Orthofix International and MRI Interventions.
David Bruce most recently served as COO for Catheter Robotics, a privately held, commercial stage, remote catheter systems company. There he was responsible for planning and executing strategy for commercial market penetration, clinical studies and additional regulatory clearances for label expansion. Prior to that, Bruce served as President and CEO and Director of Arstasis, an arterial access device company, which he transitioned from development to commercialization and growth. Before Arstasis Bruce served as CEO and Director of Patient Safety Technologies, CEO and Director of EP MedSystems, and Platform General Manager of the AcuNav Catheter Business for Siemens Medical Solutions
Ultrasound Division. Bruce began his career in engineering roles at Applied Materials and Optical Storage International. He holds a Master of Business Administration from the Wharton School at the University of Pennsylvania and a Bachelor of Science from the University of California, Berkeley.
About IRIDEX
IRIDEX Corporation is a worldwide leader in developing, manufacturing, and marketing innovative and versatile laser-based medical systems, delivery devices and consumable instrumentation for the ophthalmology market. The Company’s proprietary MicroPulse® technology delivers a differentiated treatment that provides safe, effective, and proven treatment for targeted sight-threatening eye conditions. IRIDEX’s current product line is used for the treatment of glaucoma, diabetic macular edema (DME) and other retinal diseases. IRIDEX products are sold in the United States through a direct sales force and internationally primarily through a network of independent distributors into more than 100 countries. For further information, visit the IRIDEX website at http://www.iridex.com/
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, including those statements concerning the plans to accelerate Cyclo G6 adoption and utilization. These statements are not guarantees of future performance and actual results may differ materially from those described in these forward-looking statements as a result of a number of factors. Please see a detailed description of these and other risks contained in our Annual Report on Form 10-K for the fiscal year ended December 30, 2017, and Quarterly Reports on Form 10-Q for subsequent fiscal quarters, each of which was filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date and will not be updated.
Media Contact:
Jamie Hall
Pascale Communications, LLC.
724-417-0167
jamie@pascalecommunications.com
Investor Relations Contact:
Lynn Pieper Lewis or Leigh Salvo
(415) 937-5404
investors@iridex.com