Attached files
file | filename |
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EX-99.1 - EX-99.1 - Dex Liquidating Co. | f56718exv99w1.htm |
EX-10.25 - EX-10.25 - Dex Liquidating Co. | f56718exv10w25.htm |
EX-10.26 - EX-10.26 - Dex Liquidating Co. | f56718exv10w26.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 16, 2010
Cardica, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware (State or Other Jurisdiction of Incorporation) |
000-51772 (Commission File Number) |
94-3287832 (IRS Employer Identification No.) |
900 Saginaw Drive, Redwood City, CA (Address of Principal Executive Offices) |
94063 (Zip Code) |
Registrants telephone number, including area code: (650) 364-9975
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 1.01. Entry into a Material Definitive Agreement.
License Agreement. On August 16, 2010, Cardica, Inc. (Cardica) entered into License
Agreement with Intuitive Surgical Operations, Inc. (Intuitive Surgical Operations), a subsidiary
of Intuitive Surgical, Inc., pursuant to which Cardica granted to Intuitive Surgical Operations a
worldwide, sublicenseable, exclusive license to use Cardicas intellectual property in the robotics
field in diagnostic or therapeutic medical procedures, but excluding vascular anastomosis
applications (the License Agreement). In consideration for this license, Cardica received an
upfront license fee of $9 million. Cardica will also be eligible to receive a milestone payment in
an amount that is currently immaterial to Cardica if sales of any products incorporating Cardicas
patent rights achieve a specified level of net sales within a specified period after the date of
the license agreement and will also be eligible to receive single-digit royalties on sales by
Intuitive Surgical Operations, its affiliates or its sublicensees of specified stapler and clip
applier products covered by Cardicas patent rights as well as on sales of certain other products
covered by Cardicas patent rights that may be developed in the future. Each party has the right to
terminate the License Agreement in the event of the other partys uncured material breach or
bankruptcy. Following any termination of the License Agreement, the licenses granted to Intuitive
Surgical Operations will continue, and except in the case of termination for Cardicas uncured
material breach or insolvency, Intuitive Surgical Operations payment obligations will continue as
well.
Stock Purchase Agreement/Registration Rights Agreement. In connection with the License
Agreement, on August 16, 2010, Cardica and Intuitive Surgical Operations entered into a Stock
Purchase Agreement (the Purchase Agreement) pursuant to which Intuitive Surgical Operations
purchased from Cardica an aggregate of 1,249,541 newly-issued shares (the Shares) of Cardicas
common stock (the Stock Issuance) for an aggregate purchase price of $3 million. In connection
with the Stock Issuance, Cardica entered into a Registration Rights Agreement, dated August 17,
2010, with Intuitive Surgical Operations (the Rights Agreement), pursuant to which Cardica
agreed, subject to certain conditions, to file one or more registration statements under the
Securities Act of 1933, as amended (the Securities Act), registering the resale of the Shares by
Intuitive Surgical Operations and its permitted transferees, and to keep any registration
statement(s) that Cardica may be required to file under the Rights Agreement continuously effective
for the applicable period(s) set forth in the Rights Agreement.
The foregoing is only a brief description of the material terms of the License Agreement, the
Purchase Agreement and the Rights Agreement, does not purport to be a complete statement of the
rights and obligations of the parties under those agreements and the transactions contemplated
thereby, and is qualified in its entirety by reference to the License Agreement, the Purchase
Agreement and the Rights Agreement. A copy of the Purchase Agreement is filed as Exhibit 10.25
hereto, a copy of the Rights Agreement is filed as Exhibit 10.26 hereto, and each are incorporated
herein by reference. The License Agreement will be filed as an exhibit to Cardicas Quarterly
Report on Form 10-Q for the fiscal quarter ending September 30, 2010.
Item 3.02. Unregistered Sales of Equity Securities.
See the description set forth under Item 1.01 above with respect to the Stock Purchase
Agreement and the Stock Issuance, which is incorporated into this Item 3.02 by reference. The
Shares were issued in reliance upon exemptions from registration pursuant to Section 4(2) under the
Act and Rule 506 promulgated thereunder, and Intuitive has represented to Cardica that it is an
accredited investor within the meaning of Rule 501 under the Act. Accordingly, the Shares have
not been registered under the Securities Act, and may not be offered or sold in the United States
without registration or an applicable exemption from the registration requirements of the
Securities Act. No underwriting discounts or commissions or similar fees were payable in
connection with the Stock Issuance.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Fiscal 2010 Bonus
On August 18, 2010, Cardicas Board of Directors (the Board), based upon the recommendation of
the Boards Compensation Committee (the Compensation Committee), approved cash bonuses for the
following executive officers, in recognition of both their individual performance and Cardicas
performance during the prior fiscal year:
Name and Position | Cash Bonus | |||
Bernard Hausen, M.D., Ph.D. |
$ | 63,000 | ||
President & CEO |
||||
Fred Bauer |
$ | 31,100 | ||
Vice President, Operations |
||||
Bryan Knodel, Ph.D. |
$ | 34,300 | ||
Vice President, Research & Development |
||||
Robert Newell |
$ | 31,800 | ||
Vice President, Finance and Chief Financial Officer |
||||
Stock Option Grants
On August 18, 2010, the Board, based upon the recommendation of the Compensation Committee,
approved the grant to the following executive officers, on August 18, 2010, of the following stock
options (the Options) to purchase shares of Cardicas common stock pursuant to its 2005 Equity
Incentive Plan:
Shares Subject to | ||||
Name | Options | |||
Bernard Hausen, M.D., Ph.D. |
90,000 | |||
Fred Bauer |
45,000 | |||
Bryan Knodel, Ph.D. |
50,000 | |||
Robert Newell |
45,000 |
The Options have an exercise price of $2.18 per share, which was the closing sales price of
Cardicas common stock as quoted on the Nasdaq Global Market on August 18, 2010, the date of grant.
The shares subject to the Options vest at a rate of 1/48th per month following the date of grant
and have a seven-year term, provided the holder continues to provide services to Cardica. In
connection with a change of control transaction, 100% of these shares will become vested if the
executive officers employment is terminated without cause or the executive officer resigns for
good reason in connection with a change of control transaction.
Fiscal 2011 Salaries for Executive Officers
On August 18, 2010, the Board, based on the recommendation of the Compensation Committee, approved
changes to the base salaries, effective July 1, 2010, of the following executive officers:
Name | Fiscal 2011 Base Salary | |||
Fred Bauer |
$ | 236,892 | ||
Bryan Knodel, Ph.D. |
$ | 261,620 | ||
Robert Newell |
$ | 242,359 |
At his request, Dr. Hausens base salary remained unchanged from the previous fiscal year.
Fiscal 2011 Bonus Plan and Related Target Bonuses for Executive officers
On August 18, 2010, the Board, upon recommendation of the Compensation Committee, adopted Cardicas
2011 Bonus Plan (the 2011 Bonus Plan). The 2011 Bonus Plan is summarized as follows:
Overview and Purpose
The 2011 Bonus Plan is designed to offer incentive compensation to the Chief Executive Officer,
Vice Presidents and director-level employees of Cardica by rewarding the achievement of
specifically measured corporate objectives and, if applicable, individual performance objectives.
Administration
The 2011 Bonus Plan will be administered by the Board with recommendations from the Compensation
Committee. The Compensation Committee will be responsible for recommending to the Board for
approval any cash incentive awards to officers of Cardica, including any incentive awards to the
Chief Executive Officer, under the 2011 Bonus Plan.
Eligibility
The Chief Executive Officer, Vice Presidents and director-level employees of Cardica are eligible
to participate in the 2011 Bonus Plan.
Corporate and Individual Performance
The 2011 Bonus Plan provides for the payment of cash bonuses or restricted stock units to
participants for the achievement of corporate objectives relating to certain financial, product
development, clinical and regulatory goals determined by the Compensation Committee. Each
participant, other than the Chief Executive Officer, will also be subject to key individual
performance objectives. The actual bonuses payable for fiscal 2011 (if any) will vary depending on
the extent to which actual performance meets, exceeds or falls short of the corporate objectives
and, other than with respect to the Chief Executive Officer, applicable individual performance
objectives approved by the Compensation Committee, as determined by the Compensation Committee in
its discretion. The Board or the Compensation Committee reserves the right to modify the corporate
or individual performance objectives at any time based on business changes during the year.
Target Bonuses
On August 18, 2010, the Board, upon recommendation of the Compensation Committee, designated target
cash bonus amounts under the 2011 Bonus Plan to Cardicas executive officers as follows:
Target Bonus | Attribution to Corporate | |||
(as a percent of | and Individual | |||
Name | FY 2011 Base Salary) | Objectives | ||
Bernard Hausen, M.D., Ph.D. |
40% | 100% Corporate | ||
Fred Bauer |
30% | 75% Corporate / 25% Individual | ||
Bryan Knodel, Ph.D. |
30% | 75% Corporate / 25% Individual | ||
Robert Newell |
30% | 75% Corporate / 25% Individual |
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
10.25
|
Stock Purchase Agreement, dated August 16, 2010, by and between Cardica, Inc. and Intuitive Surgical Operations, Inc. | |
10.26
|
Registration Rights Agreement, dated August 17, 2010, by and between Cardica, Inc. and Intuitive Surgical Operations, Inc. | |
99.1
|
Press release, dated August 17, 2010, entitled Cardica and Intuitive Surgical Enter Into License Agreement |
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.
Cardica, Inc. (Registrant) |
||||
Date: August 20, 2010 | /s/ Bernard A. Hausen | |||
Bernard A. Hausen, M.D., Ph.D., | ||||
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
10.25
|
Stock Purchase Agreement, dated August 16, 2010, by and between Cardica, Inc. and Intuitive Surgical Operations, Inc. | |
10.26
|
Registration Rights Agreement, dated August 17, 2010, by and between Cardica, Inc. and Intuitive Surgical Operations, Inc. | |
99.1
|
Press release, dated August 17, 2010, entitled Cardica and Intuitive Surgical Enter Into License Agreement |