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 16, 2009
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):
| ¨ | 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of Director
On December 16, 2009, Ruediger Naumann-Etienne was appointed to the board of directors (the “Board”) of IRIDEX Corporation (the “Company”).
Dr. Naumann-Etienne, 63, has been the owner and Managing Director of Intertec Group, an investment company specializing in the medical device field, since 1989. He has been the Chairman of Cardiac Science since 2006. From 2000 to 2005, Dr. Naumann-Etienne served as Chairman of Quinton Cardiology Systems, one of the predecessor companies of Cardiac Science. From 2000 to 2003, he also served as Chief Executive Officer of this company. From 1993 until 1999, Dr. Naumann-Etienne was Chairman of OEC Medical Systems, a manufacturer of fluoroscopic imaging systems and from 1987 to 1990 he was President and Chief Operating Officer of Diasonics, a manufacturer of diagnostic imaging equipment. Dr. Naumann-Etienne is also currently a director of Varian Medical Systems and Encision Inc.
Dr. Naumann-Etienne will participate in the non-employee director compensation arrangements described in the Company’s 2009 annual proxy statement filed with the SEC on May 4, 2009. Under the terms of those arrangements, Dr. Naumann-Etienne will receive, among other things, $1,500 for each Board meeting he attends and an initial option to purchase 15,000 shares of the Company’s common stock at an exercise price per share equal to the fair market value on the date of grant, which vests ratably over a 36-month period following the date of grant. Each year thereafter, he will be granted an additional option to purchase 5,000 shares of the Company’s common stock at an exercise price per share equal to the fair market value on the date of grant, with such option vesting ratably over a 12-month period following the date of grant. In addition, it is expected that Dr. Naumann-Etienne will execute the Company’s standard form of indemnification agreement.
The Company’s press release dated December 18, 2009 regarding Dr. Naumann-Etienne’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated December 18, 2009 | |
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 18, 2009
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release dated December 18, 2009 | |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contact: | Jim Mackaness | ||
| Chief Financial Officer | ||||
| (650) 940-4700 |
December 18, 2009
Mountain View, California
Ruediger Naumann-Etienne Appointed to
IRIDEX Board of Directors
IRIDEX Corporation (NASDAQ: IRIX) announced today the appointment of Ruediger Naumann-Etienne to its Board of Directors.
“Rudi brings to our Board 25 years of experience in growing medical device companies,” said Theodore A. Boutacoff, President and CEO of IRIDEX, “beginning in the investment banking field with Hambrecht & Quist followed by CEO/President positions with Diasonics, OEC Medical Systems and Quinton Cardiology Systems. Rudi has also made contributions on a number of public company boards including Bio-Rad Laboratories (BIO), Varian Medical Systems (VAR), Encision (ECIA) and Laserscope (LSCP). We believe his medical device industry and operational experience will be valuable to IRIDEX and look forward to his contributions.”
Dr. Naumann-Etienne, 63, has been the owner and Managing Director of Intertec Group, an investment company specializing in the medical device field, since 1989. He has been the Chairman of Cardiac Science (CSCX) since 2006. From 2000 to 2005, Dr. Naumann-Etienne served as Chairman of Quinton Cardiology Systems, one of the predecessor companies of Cardiac Science. From 2000 to 2003, he also served as Chief Executive Officer of this company. From 1993 until 1999, Dr. Naumann-Etienne was Chairman of OEC Medical Systems, a manufacturer of fluoroscopic imaging systems and from 1987 to 1990 he was President and Chief Operating Officer of Diasonics, a manufacturer of diagnostic imaging equipment. Dr. Naumann-Etienne is also currently a director of Varian Medical Systems and Encision Inc.
“I have been following IRIDEX for many years and am looking forward to working with the Board and Management to support the Company’s growth plans,” commented Dr. Naumann-Etienne.
Dr. Naumann-Etienne holds a Ph.D. in International Finance from the University of Michigan. He received a Master’s Degree in Industrial Management from the Georgia Institute of Technology and did his undergraduate studies in Business Administration at the Technical University Berlin, Germany.
About IRIDEX
IRIDEX Corporation was founded in 1989 and is a worldwide leader in developing, manufacturing, and marketing innovative and versatile laser-based medical systems and delivery devices. We provide solutions for multiple specialties, including ophthalmology, dermatology and otolaryngology. We maintain a deep commitment to the success of our customers, with comprehensive technical, clinical, and service support programs. IRIDEX is dedicated to a standard of excellence, offering superior technology for superior results. 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 100 independent distributors into 107 countries. For further information, visit the Company’s 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, relating to the contributions and benefits IRIDEX may receive as a result of Dr. Naumann-Etienne becoming a member of IRIDEX’ Board of Directors. Please see a detailed description of certain other risks relating to IRIDEX contained in our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K for the fiscal year ended January 3, 2009 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.