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EX-99.1 - EX-99.1 - BAXANO SURGICAL, INC. | g25701exv99w1.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): January 1, 2011
TRANS1 INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-33744 | 33-0909022 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
incorporation) |
301 Government Center Drive
Wilmington, North Carolina 28403
(Address of principal executive offices)
(Zip Code)
Wilmington, North Carolina 28403
(Address of principal executive offices)
(Zip Code)
(910) 332-1700
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
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:
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of TranS1 Inc., a Delaware corporation (the Company), has approved
several important changes to the Companys management team as well as to the leadership structure
of the Board.
Appointment of Chief Executive Officer and Executive Chairman of the Board
The Board has appointed Ken Reali as Chief Executive Officer of the Company, effective January
4, 2011. The Board has also accepted the resignation of Rick Randall as Chief Executive Officer,
which was effective January 1, 2011, and has appointed Mr. Randall as Executive Chairman of the
Board, a newly-created position. As Executive Chairman of the Board, Mr. Randall will continue to
play an important role in the management of the Company and will principally be expected to assist
with the transition of the Chief Executive Officer role to Mr. Reali.
Mr. Reali, 45, was initially hired by the Company as President and Chief Operating Officer in
January 2010. He has over 20 years of general management, sales and marketing experience with
leading medical device and orthopedic companies. Mr. Reali joined the Company from Smith & Nephew
where he spent five years in various senior marketing, sales and product development positions,
including most recently as Senior Vice President and General Manager of the Biologics and Clinical
Therapies Business. Prior to joining Smith & Nephew, Mr. Reali held senior marketing, sales and
product development positions at Stryker for seven years. Prior to joining Stryker, Mr. Reali
worked as a territory and product manager at Biomet for eight years. Mr. Reali received a B.S.
degree in Business from Valparaiso University.
The Compensation Committee of the Board is in the process of determining the compensation to
be paid to Mr. Reali in connection with his appointment as Chief Executive Officer and to Mr.
Randall in connection with his appointment as Executive Chairman of the Board. The Company will
disclose the material terms of the compensation once it has been approved.
Appointment of Director
In connection with his appointment as Chief Executive Officer, Mr. Reali is also being elected
as a member of the Board, effective January 4, 2011. Mr. Reali will serve as a Class II director
until the Companys Annual Meeting of Stockholders in 2012 or until his successor is duly elected
and qualified. Mr. Reali will not receive any additional consideration for serving as a director.
Appointment of Lead Director
The Board also chose to create a Lead Director position and appointed an existing director,
Paul LaViolette, as the Lead Director, effective January 4, 2011. The Board has determined that
Mr. LaViolette is an independent director under the NASDAQ Listing Rules. As Lead Director, Mr.
LaViolette will principally be charged with creating agendas for each Board meeting with input from
management and other Board members, directing the preparation of materials to be distributed in
advance of each Board meeting, presiding over executive sessions of the Board, and taking the lead
in structuring and managing Board meetings. The Board felt that, in light of the appointment of
Mr. Randall as Executive Chairman of the Board, it was important to also appoint a Lead Director at
this time to ensure that Board meetings are led and managed by a director who is independent of
management.
The Compensation Committee has determined that, in connection with his service as the Lead
Director, Mr. LaViolette will receive an additional $5,000 per meeting for each regularly scheduled
quarterly meeting of the Board, an additional $2,500 per meeting for each Board meeting attended in
person during the year that is not a regularly scheduled meeting, and an additional $750 per
meeting for each Board meeting attended telephonically during the year that is not a regularly
scheduled meeting.
These amounts are in addition to any other compensation Mr. LaViolette is entitled to receive
under the Companys Board compensation policies.
Item 7.01 Regulation FD Disclosure.
A copy of the press release announcing the aforementioned management and Board changes is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be
deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liability of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly
set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |
99.1 | Press release issued by TranS1 Inc., dated January 4, 2011. |
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.
TRANS1 INC. | ||||
January 4, 2011
|
By: | /s/ Joseph P. Slattery | ||
Joseph P. Slattery Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit Number | Description | |
99.1 | Press release issued by TranS1 Inc., dated January 4, 2011. |