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EX-99.1 - PRESS RELEASE - NxStage Medical, Inc.d430633dex991.htm





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 9, 2012




(Exact name of registrant as specified in its charter)




Delaware   000-51567   04-3454702

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


350 Merrimack Street, Lawrence, MA   01843
(Address of principal executive offices)   (Zip Code)

(978) 687-4700

(Registrant’s telephone number, including area code)

439 S. Union St., 5th Floor, Lawrence, MA 01843

(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:


¨ 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.

(d) On November 9, 2012, Jean K. Mixer accepted her appointment to the Board of Directors of NxStage Medical, Inc. The appointment of Ms. Mixer to the Board increases the total number of directors on the Board to ten. Ms. Mixer will serve as a director until NxStage’s 2013 annual meeting of stockholders. Ms. Mixer was not appointed to any committees of NxStage’s Board of Directors.

Ms. Mixer will be entitled to receive compensation for her service on the Board of Directors consistent with NxStage’s director compensation program for non-employee directors, as described under the heading Director Compensation in NxStage’s proxy statement for its 2012 Annual Meeting of Stockholders as filed with the Securities and Exchange Commission on April 24, 2012, which description is incorporated in this Form 8-K by reference.

In connection with Ms. Mixer’s appointment to the Board of Directors, she and NxStage will enter into NxStage’s standard form of indemnification agreement for directors, the form of which was previously filed as Exhibit 10.21 to NxStage’s registration statement on Form S-1 (File No. 333-126711).

Item 7.01 Regulation FD Disclosure.

A copy of NxStage’s November 9, 2012 press release announcing Ms. Mixer’s appointment is attached hereto as Exhibit 99.1 and is incorporated in this report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits





99.1    Press Release dated November 9, 2012


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.


    NxStage Medical, Inc.
Date: November 9, 2012     By:  

/s/ Robert S. Brown

    Robert S. Brown
    Chief Financial Officer



99.1    Press Release dated November 9, 2012