Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - SENORX INC | senorx_8k-ex9901.htm |
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
October
26, 2009
Date of
Report (date of earliest event reported)
SENORX,
INC.
(Exact
name of Registrant as specified in its charter)
| Delaware | 001-33382 | 33-0787406 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
3
Morgan, Irvine, California 92618
(Address
of principal executive offices)
(949)
362-4800
(Registrant’s
telephone number, including area code)
N/A
(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 President and Chief Operating Officer
Effective
as of November 1, 2009, we promoted John T. Buhler, our current Senior Vice
President and Chief Commercial Officer, to the position of President and Chief
Operating Officer. A copy of the press release announcing Mr. Buhler’s
appointment is furnished as Exhibit 99.1 to this Form 8-K and will be available
on our website at www.senorx.com.
Mr. Buhler
has served as our Senior Vice President and Chief Commercial Officer since April
2009. From May 2008 to October 2008, he served as our Vice President of
International Sales and Business Development and from October 2008 until April
2009 he served as our Vice President of Global Sales and Business Development.
From August 2005 to May 2008, Mr. Buhler served as President and Chief Executive
Officer at Ultrasonix Medical Corporation, a privately held manufacturer of
high-quality diagnostic ultrasound imaging equipment. From 1998 to
2005, Mr. Buhler held various positions at General Electric, last serving as
Vice President and General Manager of GE's Ultrasound Performance Technologies
Division. Prior to 1998, Mr. Buhler held various positions with Diasonics Inc.,
a global medical imaging device manufacturer, last serving as Vice President of
Operations. Mr. Buhler earned his B.S. in Business Administration and Human
Resources at Dominican College, Blauvelt, New York, and is completing the M.B.A.
program at the University of Wisconsin, Milwaukee.
Executive
Compensation
Effective
concurrently with his promotion, Mr. Buhler’s compensation was adjusted to the
levels outlined below.
|
Name
|
Position
|
Salary
(1)
|
2009
Cash
Bonus Plan
(2)
|
Total
Cash Compensation (3)
|
Stock
Option
Grants
– Shares (4)
|
|
John
T. Buhler
|
President
and Chief Operating Officer
|
$290,000
|
45%
|
$469,438
|
50,000
|
(1) Such
salary amount will be effective as of November 1, 2009 and is based on
approximately a 19% percent increase over Mr. Buhler’s prior base
salary.
(2) The
bonus amount is calculated as a percentage of salary. The percentage listed on
the table reflects maximum possible payouts assuming achievement of the
underlying 2009 Cash Bonus Plan quantitative corporate target goals at 125% full
achievement of the target level, such goals comprising of gross revenue and
cash-flow components. In addition, the Compensation Committee has also reserved
the right in its discretion to increase or decrease an individual’s bonus
payments by up to 10% of the bonus amount payable assuming the full achievement
(but not over achievement) of corporate the target goals. To the extent Mr.
Buhler is eligible to receive a bonus under the 2009 Cash Bonus Plan, such
bonuses may be made in the form of cash or an equivalent value of Restricted
Stock Units and in either case, will be paid following the audit of our
financial statements for the 2009 fiscal year.
(3) The
amount represents the target for total cash compensation, including salary and
maximum bonus payout under the 2009 Cash Bonus Plan (such maximum bonus payout
amount based on 125% achievement of the quantitative target goals and the
additional 10% available to Mr. Buhler on a discretionary basis).
(4) The
stock option will be granted pursuant to our 2006 Equity Incentive Plan and
shall vest over four (4) years from the vesting commencement date of October 23,
2009, with 1/48th of
the shares vesting on November 30, 2009 and an additional 1/48th of
the shares vesting each month thereafter, subject to optionee continuing to be a
service provider on each such date. The strike price of such option is equal to
the closing sale price of our Common Stock on the date of grant, which will
occur at the commencement of the Company’s next open trading
window.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press
Release of SenoRx, Inc. dated as of October 27,
2009.
|
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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.
| SENORX, INC. | |||
|
Date: October
27, 2009
|
By:
|
/s/ Kevin J. Cousins | |
| Kevin J. Cousins | |||
| Chief Financial Officer, Vice President, Finance | |||
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