Attached files
| file | filename |
|---|---|
| EX-10.1 - 12/14/09 NK EMPLOYMENT AGREEMENT - INVENTIV HEALTH INC | nkemploymntagrmnt.htm |
| EX-3.2 - AMENDMENT TO AMENDED AND RESTATED BYLAWS - INVENTIV HEALTH INC | bylawamndmnt.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 14, 2009
INVENTIV
HEALTH, INC.
(Exact
Name of Registrant as Specified in its Charter)
DELAWARE
(State or
Other Jurisdiction of Incorporation)
0-30318 52-2181734
(Commission File
Number) (I.R.S.
Employer Identification No.)
500 ATRIUM
DRIVE
SOMERSET,
NEW JERSEY 08873
(Address
of Principal Executive offices) (Zip Code)
(800)
416-0555
(Registrant's
Telephone Number, Including Area Code
N/A
(Former
Name or Former Address, if changed Since Last Report)
INVENTIV
HEALTH, INC.
CURRENT
REPORT ON FORM 8-K
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Nat Krishnamurti
as Chief Accounting Officer of the Company
On
December 14, 2009, the Board of Directors of inVentiv Health, Inc. (the
"Company" or “inVentiv”) elected Nat Krishnamurti, age 38, as Chief Accounting
Officer of the Company. Mr. Krishnamurti has been with the Company
for over nine years and has served in various management roles within the
Company’s Corporate Finance team, most recently as the Vice President, Corporate
Finance since October 2004. He has been responsible for a wide range
of corporate finance functions within the Company, including corporate finance
strategy, SEC and financial reporting, forecasting, treasury and corporate
taxation. Prior to joining the Company, Mr. Krishnamurti
had over six years of financial and accounting experience, most recently as an
auditor at PriceWaterhouse Coopers LLP. Mr. Krishnamurti is a
Certified Public Accountant.
The
Compensation Committee of the Board of Directors has approved the following
compensation arrangements for Mr. Krishnamurti: (i) a base salary of
$235,000 per year, (ii) a discretionary bonus range of 0-100% (50% target) of
his base salary and (iii) a special equity award of $250,000 (consisting 50% of
restricted stock and 50% of options, in terms of grant date accounting value) in
connection with his promotion to Chief Accounting Officer. Mr.
Krishnamurti will also be eligible for discretionary awards as part of the
annual equity grant program in subsequent years. In
addition:
(a)
except as set forth in paragraph (b), in the event of Mr. Krishnamurti's
termination without cause he will be entitled to a lump sum payment equal to 26
weeks of base salary; and
(b) in
the event of Mr. Krishnamurti's termination without cause or his resignation for
good reason upon or within 6 months' after a change in control, he will be
entitled to a lump sum payment equal to 52 weeks of base salary and vesting of
all equity incentive awards. Thus, Mr.
Krishnamurti will not be entitled to severance benefits as a result of a change
in control unless his employment is terminated without cause or he resigns his
employment for good reason, in each case upon or within 6 months after the
change in control.
Mr.
Krishnamurti's employment agreement does not provide for severance upon
resignation by Mr. Krishnamurti other than for good reason upon within 6 months
following a change in control. "Good reason" is defined in Mr.
Krishnamurti's employment agreement as (i) a material diminution of his
authority, duties or responsibilities; provided, however, that a reduction in
authority, duties, or responsibilities solely by virtue of the Company being
acquired and made part of a larger entity will not constitute “good reason”;
(ii) material reduction in his base salary; (iii) the relocation of the offices
of the Company more than 100 miles from the Company’s Somerset, New Jersey
office; or (iv) a material breach of the employment agreement by the
Company. Mr. Krishnamurti may not resign for good reason unless he
notifies the Company of the acts or omissions constituting the grounds for “Good
Reason” within 90 days of the initial existence of the grounds for “Good Reason”
and the Company has not remedied the acts or omissions within a reasonable cure
period of not less than 30 days following the date of such notice.
The above
description of Mr. Krishnamurti's amended employment agreement is qualified by
reference to the full text of that agreement, which is attached as an exhibit to
this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective
December 14, 2009, the Board of Directors amended Article I, Section X of the
Company's by-laws, as previously amended and restated, to clarify that the
advance notice procedures contained in Article I, Section X are applicable to
all nominations and other business brought before a shareholders meeting by a
shareholder, except for business included in a Company proxy statement in
accordance with Rule 14a-8 under the Securities Act of 1934. The
amendment of Article I, Section X did not effect any change to the Company's
advance notice procedures.
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 thereunto
duly authorized.
INVENTIV HEALTH, INC.
December 16, 2009
by /s/ David
Bassin
Name: David
Bassin
Title: Chief Financial
Officer and Secretary
EXHIBIT
INDEX
| Exhibit Number | Description of Exhibit |
| 3.2 | Amendment to Amended and Restated Bylaws |
| 10.1 | Employment Agreement dated December 14, 2009 between the Registrant and Nat Krishnamurti |