Attached files
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EX-99.1 - EX-99.1 - LivaNova PLC | d55527dex991.htm |
EX-10.1 - EX-10.1 - LivaNova PLC | d55527dex101.htm |
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
Date of Report (Date of earliest event reported): September 8, 2015
LivaNova PLC
(Exact Name of Registrant as Specified in its Charter)
England and Wales | 333-203510 | N/A | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
c/o Legalinx Limited
1 Fetter Lane
London, EC4A 1BR
United Kingdom
(Address of Principal Executive Offices)
+44 800 975 8080
(Registrants Telephone Number, Including Area Code)
N/A
(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 |
On September 8, 2015, the Board of Directors of LivaNova PLC (the Company) appointed Vivid Sehgal as Chief Financial Officer, effective upon, and subject to, the closing of the merger between Sorin S.p.A. and Cyberonics, Inc., which is expected to take place in the fourth quarter of 2015 (such date on which the closing actually occurs being the Closing Date).
Mr. Sehgal, age 47, from August 2014 to June 2015, served as Senior Vice President, Treasury, Risk & Investor Relations for Allergan, Inc., at the time, a multi-specialty health care company focused on developing and commercializing innovative pharmaceuticals, biologics, medical devices and over-the-counter products. From October 2006 until July 2014, he was Allergans Vice President & Regional Controller of Europe, Middle East and Africa.
The Company entered into a Service Agreement with Mr. Sehgal (the Service Agreement), pursuant to which Mr. Sehgal will serve as the Companys Chief Financial Officer, reporting to the Companys Chief Executive Officer. The Service Agreement provides Mr. Sehgal with an annual base salary of £320,000 and an opportunity to earn an annual cash incentive bonus, initially with a target of 75% of Mr. Sehgals annual base salary. Mr. Sehgal will also be eligible to participate in the Companys pension scheme and other employee benefit plans made available to similarly situated employees of the Company.
The Company has established a retention program covering certain key managers of Sorin S.p.A. and Cyberonics, Inc., pursuant to which Mr. Sehgal will be granted stock appreciation rights (SARs) under an equity compensation plan to be adopted by the Company. These SARs will be granted to Mr. Sehgal on the Closing Date and will have a fair market value equal to 630,000. It is contemplated that 50% of the SARs will become vested on the first anniversary of the Closing Date and 50% of the SARs will become vested on the second anniversary of the Closing Date, in each case subject to Mr. Sehgals continued employment through the applicable vesting date.
Effective upon his employment with the Company, Mr. Sehgal will be designated as an officer as such term is used within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
A copy of the Service Agreement is filed herewith as Exhibit 10.1. The foregoing description of the Service Agreement is a summary only and is qualified in its entirety by the full text of the Service Agreement, which is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The information set forth in the Exhibit Index following the signature page hereto is incorporated herein by reference.
SIGNATURE
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.
LivaNova PLC | ||||||||
Date: | September 14, 2015 | By: | /s/ Brian Sheridan | |||||
Name: | Brian Sheridan | |||||||
Title: | Company Secretary |
EXHIBIT INDEX
Exhibit |
Description | |
10.1 | Service Agreement, dated as of September 8, 2015, by and between LivaNova PLC and Vivid Sehgal. | |
99.1 | Press Release of Sorin S.p.A. and Cyberonics, Inc., dated as of September 10, 2015. |