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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)
December 17, 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))
 
 

 


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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1


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Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(c) On December 17, 2007, IRIDEX Corporation (the “Company”) publicly announced the appointment of James Mackaness, age 44, as the Company’s Chief Financial Officer, effective as of January 2, 2008. The press release containing this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Prior to his appointment with the Company, from September 2001 to December 2007, Mr. Mackaness served as Chief Financial Officer, Vice President of Finance and Assistant Secretary of NextHop Technologies, Inc., a networking wireless technology company. Prior to September 2001, Mr. Mackaness served as a Senior Manager of Business Development at Cisco Systems, Inc.; as Vice President, Finance, Chief Financial Officer, and Secretary of InfoGear Technology Corporation; and as Assistant Controller at Electroglas, Inc. Mr. Mackaness commenced his career with Ernst & Young LLP where he spent seven years and advanced to the position of audit manager. Mr. Mackaness is a director of NextHop Technologies Private Ltd. a wholly owned Indian Subsidiary of NextHop Technologies Inc. Mr. Mackaness received his B.A. in Psychology from the University of Warwick, England and is a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales.
There are no family relationships between Mr. Mackaness and any executive officers, directors, or other employees of the Company. Mr. Mackaness has no material interests in any transactions or proposed transactions with the Company.
Pursuant to an employment offer letter by and between the Company and Mr. Mackaness, effective January 2, 2008 (the “Offer Letter”), Mr. Mackaness will receive an annualized base salary of $240,000 as well as other standard benefits of employment with the Company, and will be eligible to participate in the Company’s existing profit and executive bonus programs, which are dependant on the Company’s achievement of operating income objectives. In addition, as a material inducement for Mr. Mackaness becoming an employee of the Company, the Offer Letter provides that Mr. Mackaness shall be granted a stock option pursuant to the Company’s 1998 Stock Plan, which shall entitle Mr. Mackaness to purchase up to 80,000 shares of the Company’s common stock at an exercise price equal to the fair market value at the close of business on Mr. Mackaness’s date of hire, on or about January 2, 2008. The shares will vest over a four (4) year period, with 1/4th of the total number of shares subject to vesting on the first anniversary of Mr. Mackaness’s date of hire and 1/48th of the total number of shares vesting each full month thereafter, provided that Mr. Mackaness continues to be a service provider to the Company on each such date.
Item 9.01.   Financial Statements and Exhibits.
(d)   Exhibits.
         
Exhibit    
Number   Description
       
 
99.1      
Press Release dated December 17, 2007.

 


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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.
         
  IRIDEX CORPORATION
 
 
  By:   /s/ THEODORE A. BOUTACOFF    
    Theodore A. Boutacoff   
    President and Chief Executive Officer   
 
Date: December 17, 2007

 


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EXHIBIT INDEX
         
Exhibit    
Number   Description
       
 
99.1      
Press Release dated December 17, 2007.

 

exv99w1
 

Exhibit 99.1
         
FOR IMMEDIATE RELEASE
  Contact:   Theodore A. Boutacoff
 
      Chief Executive Officer
 
      (650) 940-4700
December 17, 2007
Mountain View, California
IRIDEX ANNOUNCES JAMES MACKANESS WILL BE CHIEF
FINANCIAL OFFICER
IRIDEX Corporation (Nasdaq: IRIX) today announced that James H. Mackaness, 44, will join the Company as Chief Financial Officer effective January 2, 2008.
Mr. Mackaness is currently Chief Financial Officer and Vice President of Finance for NextHop Technologies, Inc., a networking wireless technology company. Previously, he served as Vice President of Finance and Chief Financial Officer for InfoGear Technology Corp., a company that developed and manufactured managed Internet appliances. While at InfoGear, Mr. Mackaness assisted with the sale of the company to Cisco Systems where he held a senior management position responsible for Business Development. Prior to his position at InfoGear, he served as Assistant Controller at Electroglas Inc., a manufacturer of inspection equipment for the semiconductor industry. Before Electroglas, Mr. Mackaness spent seven years at Ernst & Young where he advanced to the position of Audit Manager.
Mr. Mackaness, a Chartered Accountant and member of the Institute of Chartered Accountants of England and Wales, received his Bachelor of Arts degree in psychology from the University of Warwick, England.
“Jim will be a great addition to IRIDEX,” commented Theodore A. Boutacoff, President & CEO. “He will provide a good balance of solid accounting & financial controls expertise with an understanding of what is required to optimize operational performance. As part of a transition plan, Jim will spend time at IRIDEX prior to his start date and will continue to provide support to NextHop during the first quarter of 2008.”
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. For further information, visit the Company’s website at 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, relating the transition of Mr. Mackaness to the Company and the timing and impact of his contributions. Actual results could differ materially and adversely from those projected in the forward- looking statements. Please see a detailed description of the Company’s risks 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.