UNITED STATES
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
October 1, 2014
Date of Report (Date of earliest event reported)
___________________________________________________________
CADISTA HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
___________________________________________________________
| State of Delaware | 000-54421 | 31-1259887 |
| (State of Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification Number) |
207 Kiley Drive
Salisbury, MD 21801
(Address of principal executive offices) (Zip Code)
(410) 912-3700
(Registrant’s 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 (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 (17CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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.
Item 5.02(e)
Compensatory Arrangements of Certain Officers. On October 1, 2014, our Board of Directors (the “Board”) increased the annual salaries retroactive to July 1, 2014 of Kamal Mandan, our Chief Financial Officer to $225,379.
In addition, on October 1, 2014, the Board also awarded $49,225 to Mr, Mandan and $52,206 to Ward. Barney, our Chief Operating Officer, as bonuses for the fiscal year ending March 31, 2014.
The Board also awarded Mr. Delaney a bonus of 40% of base salary or $131,040, pursuant to his employment agreement based on achievement of 90% of adjusted targets, as set forth below.
| Description | % WTG | Adjusted Target | Actual | Achievement % | Weighted % | |||||||||||||||
| Revenue | 15 | % | $ | 113,972 | $ | 107,890 | 94.66 | % | 14.20 | % | ||||||||||
| Operating EBITDA | 55 | % | $ | 53,077 | $ | 48,498 | 91.37 | % | 50.26 | % | ||||||||||
| ROCE | 10 | % | 89 | % | 85 | % | 95.50 | % | 9.55 | % | ||||||||||
| Personal Performance: including Leadership, Internal Alignment, Six Sigma and Gallup | 20 | % | 100 | % | 82 | % | 82.00 | % | 16.40 | % | ||||||||||
| 90.41 | % | |||||||||||||||||||
Item 5.02(f)
Below is a complete summary compensation table incorporating the information on bonuses omitted from the Annual Report on Form 10-K for the year ending March 31, 2014 pursuant to Instruction 1 to Item 402(c)(2)(iii) and (iv) of Regulation S-K.
Summary Compensation Table
| Name and Principal Position | Year Ending March 31, | Base Salary ($) | Bonus ($) | Non-Equity Incentive Plan Compensation ($) | Other ($)(1) | Total ($) | ||||||||||||||||||
Scott Delaney, | 2014 | 324,208 | - | $ | 131,040 | 44,448 | 499,696 | |||||||||||||||||
| CEO | 2013 | 313,500 | 222,000 | 236,250 | 42,637 | 814,387 | ||||||||||||||||||
| 2012 | 297,293 | 12,500 | 217,500 | 33,255 | 560,548 | |||||||||||||||||||
Ward Barney, | 2014 | 228,600 | 52,206 | - | 18,851 | 299,657 | ||||||||||||||||||
| Chief Operating Officer | 2013 | 216,025 | 8,096 | 87,437 | 18,469 | 330,027 | ||||||||||||||||||
| 2012 | 209,226 | 6,274 | 105,084 | 17,931 | 338,515 | |||||||||||||||||||
Kamal Mandan, | 2014 | 206,523 | 49,225 | - | 14,668 | 270,416 | ||||||||||||||||||
| Chief Financial Officer | 2013 | 198,961 | 7,456 | 89,474 | 11,911 | 307,802 | ||||||||||||||||||
| 2012 | 184,649 | 3,682 | 61,667 | 13,521 | 263,519 | |||||||||||||||||||
(1) Includes (i) $13,200, $11,885 (including carry over of $2,149, from 2011) and $8,149 in automobile allowance, (ii) $14,000, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise), and (iii) $6,055, $6,046 and $5,372 in 401(k) matching contributions for 2012, for Messrs. Delaney, Barney and Mandan, respectively. Includes (i) $17,787, $11,993 and $6,679 in automobile allowance, (ii) $18,500, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise) and (iii) $6,350, $6,476, and $5,232 in 401(k) matching contributions for 2013, for Messrs. Delaney, Barney and Mandan, respectively. Includes (i) $18,000, $11,993 and $9,298 in automobile allowance, (ii) $20,000, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise) and (iii) $6,448, $6,858, and $5,370 in 401(k) matching contributions for 2014, for Messrs. Delaney, Barney and Mandan, respectively.
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.
| CADISTA HOLDINGS INC. | ||
| By: | /s/ Kamal Mandan | |
| Kamal Mandan | ||
| Chief Financial Officer | ||
| Date: October 6, 2014 | ||