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)

October 9, 2007

IRIDEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-27598		77-0210467
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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)

(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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)

Appointment of James B. Hawkins to Iridex’s Board of Directors and the Audit and Corporate Governance Committee

On October 9, 2007, James B. Hawkins was appointed to the board of directors (the “Board of Directors”) of IRIDEX Corporation, (the “Company”) pursuant to provisions of that certain Securities Purchase Agreement (the “Agreement”), dated August 31, 2007, by and between the Company and the purchasers named therein (the “Purchasers” or “BlueLine”). Pursuant to the Agreement the Company sold $5 million of securities in the Company to BlueLine. In addition, BlueLine received the right to designate two individuals for appointment to the Company’s Board of Directors, one of which is at BlueLine’s discretion and the second of which is subject to the Company’s reasonable approval. Furthermore, subject to the fiduciary duties of the Board of Directors, for so long as BlueLine holds any shares of Series A Preferred Stock issued pursuant to the Agreement, the Company will continue to nominate such designees for reelection at each of the Company’s annual or special meetings at which election of directors to the Board of Directors is proposed for consideration by the stockholders. Mr. Hawkins was the designee of BlueLine nominated subject to the Company’s reasonable approval under the Agreement.

In connection with Mr. Hawkins’s election to the Board of Directors, the Company also approved the grant of a non-qualified stock option for the purchase of 15,000 shares of common stock, which grant will be effective as of October 31, 2007, at an exercise price per share equal to the fair market value on that date. Assuming continued service on the Board of Directors, such options vest and become exercisable over 36 months, with 1/36^th of the shares subject to the option vesting each month following the grant date. In addition, Mr. Hawkins will automatically receive a nonstatutory option to purchase 5,000 shares of common stock upon his annual reelection to the Board of Directors by the stockholders, with 1/12^th of the shares vesting each month. The options granted to Mr. Hawkins will be granted under the Company’s 1998 Stock Plan and have a term of 7 years unless terminated sooner upon the termination of Mr. Hawkins’s status as a director or otherwise pursuant to the 1998 Stock Plan.

In April 2004, Mr. Hawkins joined Natus Medical Incorporated where he currently serves as President, Chief Executive Officer, and Director. Prior to joining Natus Medical, Mr. Hawkins was President, Chief Executive Officer, and a Director of Invivo Corporation, a developer and manufacturer of multi-parameter vital sign monitoring equipment, and its predecessor, from 1985 through January 2004. Mr. Hawkins also served as Secretary of Invivo from 1986 until January 2004. He earned his undergraduate degree in Business Commerce from Santa Clara University and holds a Masters of Business Administration degree from San Francisco State University.

After the Board of Directors determined that Mr. Hawkins was independent, as defined under the listing standards of the Nasdaq Stock Market, the Board of Directors appointed Mr. Hawkins to the Audit and Corporate Governance Committee.

A copy of the press release announcing Mr. Hawkins’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Appointment of William M. Moore to the Compensation and Nominating Committee

As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on September 12, 2007, on September 6, 2007 William M. Moore was appointed to serve on the Board of Directors. At such time the Board of Directors had not determined the committees on which Mr. Moore would serve, however, on October 9, 2007, the Board of Directors appointed Mr. Moore to the Compensation and Nominating Committee.

Item 9.01.     Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit
Number		Description
99.1		Press release dated October 15, 2007.

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.

Date: October 15, 2007

EXHIBIT INDEX

Exhibit
Number		Description
99.1		Press release dated October 15, 2007.

Exhibit 99.1

FOR IMMEDIATE RELEASE		Contact:		Larry Tannenbaum
				Chief Business Officer
				(650) 940-4700

October 15, 2007
Mountain View, California

James B. Hawkins Appointed to IRIDEX Board of Directors

IRIDEX Corporation (NASDAQ: IRIX) announced today the appointment of James B. Hawkins, president and CEO of Natus Medical, Inc. (NASDAQ: BABY) to its Board of Directors.

“We are excited that Jim Hawkins has decided to become a part of the IRIDEX organization,” said Theodore A. Boutacoff, chairman of the board at IRIDEX. “Jim brings to our Board more than 20 years of experience as a public company CEO, including 14 years in medical devices. We believe his medical device industry and operational experience will be highly valuable to IRIDEX. Throughout his career, Jim has executed strategic acquisitions, international expansion and other corporate initiatives designed to drive revenue and earnings growth. We look forward to his contributions.”

Mr. Hawkins is currently the president, CEO and a director of Natus Medical, Inc., a developer, manufacturer and marketer of products for the detection, monitoring, treatment and tracking of common medical disorders in newborns. During his tenure at Natus, he has executed a growth strategy that focuses on sales force realignment, dramatic reductions in overhead expenses and revenue growth, which has resulted in a significant increase in operating margins, revenue and market capitalization. He has also initiated and negotiated numerous acquisitions which have been immediately accretive to earnings.

“I am pleased with the opportunity to join the Board of Directors of IRIDEX,” said Mr. Hawkins. “IRIDEX has a solid portfolio of products, recently enhanced by the acquisition of the Laserscope aesthetics business, which has positioned them to achieve long-term, profitable growth. I look forward to working with the company and contributing to their progress.”

Prior to Natus, Mr. Hawkins spent nearly 20 years as the president, CEO and a director of Invivo Corporation, a developer, manufacturer and marketer of multi-parameter vital sign monitoring equipment used in hospitals. Invivo was acquired by Intermagnetics General Corporation in 2004 at a 45% premium to its share price. Mr. Hawkins began his professional career by founding Corporate Financial Consulting Company, a specialized consultancy firm focused on assisting start-up and early-stage companies with all aspects

of financial management and control. He earned a Bachelor of Commerce degree from Santa Clara University and an MBA from San Francisco State University.

About IRIDEX

IRIDEX Corporation is a leading worldwide provider of therapeutic based laser systems, disposable laser probes and delivery devices to treat eye diseases in ophthalmology and skin disorders in the aesthetics market. IRIDEX products are sold in the United States through a direct sales force and internationally through a combination of a direct sales force and a network of approximately 97 independent distributors into 107 countries.

Safe Harbor

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, relating to the company’s future growth and its ability to return to profitability. Actual results could differ materially and adversely from those projected in the forward-looking statements based on, among other things, the company’s ability to effectively integrate the aesthetics business acquired from Laserscope and to realize efficiencies and synergies relating thereto, and the results of the company’s ongoing business, including order and shipment rates for the company’s ophthalmology and dermatology product lines, the rate of sales to OEM customers, the rate of growth in sales of disposables and services, the rate of introduction and market acceptance of the company’s products, and the impact of any continuing weakness and uncertainties related to general economic conditions or weakness in overall demand in the company’s markets, especially with regard to the company’s dermatology products which are typically used for elective procedures that can be deferred. Please see a detailed description of these risks and other risks that the company is subject to contained in our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended December 30, 2006 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.