VIVO » Topics » Item 1.01. Entry into a Material Definitive Agreement.

This excerpt taken from the VIVO 8-K filed Jan 25, 2006.

Item 1.01.    Entry into a Material Definitive Agreement.

         (a)    On January 19, 2006, the Board of Directors amended the 2004 Equity Compensation Plan, as Amended and Restated November 9, 2005, to revise the vesting schedule of options awarded to non-employee directors. Specifically, the amendment provides that options granted to non-employee directors shall vest at the rate of 25% of the option shares in each three month period commencing with the grant of options and that the options granted to directors not be subject to termination other than upon expiration of their ten-year terms. The above description of the amendment to the 2004 Plan is qualified in its entirety to Exhibit 10.1 filed herewith and incorporated herein by reference.

         (b)    On January 19, 2006, the Board also amended the 2006 Officer Compensation Plan to allow officers to defer payment of bonuses awarded pursuant to the 2006 Plan to January 15, 2007. The above description of the amendment to the 2006 Plan is qualified in its entirety to the 2006 Officer Compensation Plan, as Amended and Restated January 19, 2006, filed herewith as Exhibit 10.2 and incorporated herein by reference.

This excerpt taken from the VIVO 8-K filed Nov 17, 2005.

Item 1.01    Entry into a Material Definitive Agreement.

        (a)   On November 10, 2005, the Compensation Committee of the Board of Directors adopted the fiscal year 2006 Officers Compensation Plan. The Plan provides for bonuses as a percentage of base salary at designated earnings levels which start 28% above those achieved for fiscal 2005. The computation also includes a personal achievement multiplier to be determined by the Committee. The earnings objectives exclude the positive and negative effects associated with extraordinary developments as set forth in the Plan.

        (b)  On November 10, 2005, the Compensation Committee of the Board of Directors approved the base salaries of its named executive officers effective January 1, 2006. The new base salaries reflect an increase of 5% for each executive officer with the exception of William J. Motto and John A. Kraeutler, for whom the base salaries represent a 10% increase from their 2005 salary. In addition, the Compensation Committee awarded options for the purchase of Common Shares at an exercise price of $21.01 per share pursuant to the 2004 Equity Compesation Plan. The options are conditioned upon the achievement by Meridian of designated net earnings based on the same conditions set forth in the Company’s 2006 Officers Compensation Plan described above. If earnings do not reach the designated earnings level, the options become void. If the conditions are met, the options will be for a period of ten years from the date of grant and vest in three equal installments commencing on the first anniversary of Meridian’s announcement of fiscal 2006 results. As a result of these actions, the base salaries of the Meridian executive officers, as well as the number of shares covered by the options granted to them, are as set forth in the following table:

Name
Title
Base Salary
Amount of
Shares Optioned

William J. Motto   Chairman & CEO   $467,500   10,500  
John A. Kraeutler  President & COO  $370,000   10,500  
Richard L. Eberly  Executive VP & GM Meridian Life Science  $245,000 * 10,500  
Antonio A. Interno  President MBE  €252,945   10,500  
Lawrence J. Baldini  Executive Vice President - Operations and Information Systems  $205,000 * 10,500  

* Effective October 4, 2005.

        (c)   On November 10, 2005 the Board of Directors amended the Company’s 2004 Equity Compensation Plan previously approved by shareholders. The amendment made certain technical changes to the Plan regarding Internal Revenue Code Section 162(m).

This excerpt taken from the VIVO 8-K filed Sep 16, 2005.

Item 1.01    Entry into a Material Definitive Agreement.

On September 16, 2005, Meridian Bioscience, Inc. (the “Registrant”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Registrant, Robert W. Baird & Co. Incorporated (the “Underwriter”), William J. Motto, the Registrant’s Chairman and Chief Executive Officer, and the William J. Motto Irrevocable Family Trust (the “Selling Shareholder”), a trust formed by Mr. Motto.

Pursuant to the Underwriting Agreement, the Registrant agreed to sell and the Underwriter agreed to purchase for resale to the public (the “Offering”), subject to the terms and conditions expressed therein, 1,800,000 shares of the Registrant’s common stock, no par value (the “Common Stock”), at a price per share of $17.50, less an underwriting discount of $0.875 per share. Pursuant to the Underwriting Agreement, the Selling Shareholder has also agreed to sell 1,500,000 shares of Common Stock in the Offering at the same price per share. The Offering is expected to close on September 21, 2005.

The shares of Common Stock sold pursuant to the Underwriting Agreement were registered pursuant to an effective Shelf Registration Statement on Form S-3 (Registration No. 333-109139) that the Registrant filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 1 and is incorporated by reference into this Form 8-K.

This excerpt taken from the VIVO 8-K filed Jan 25, 2005.

Item 1.01.    Entry into a Material Definitive Agreement.

        (a)     At the January 20, 2005 Annual Shareholders’ Meeting, the shareholders of the Registant approved the 2004 Equity Compensation Plan, as amended. The Plan reserves 650,000 shares of Common Stock for award by the Compensation Committee in the form of stock options, stock appreciation rights, restricted and unrestricted awards, performance awards and other stock unit awards.

        (b)    On December 7, 2004, the Compensation Committee of the Registrant awarded stock options pursuant to the 2004 Equity Compensation Plan. Those grants were subject to approval of the Plan by shareholders at the January 20, 2005 Annual Shareholders’ Meeting.

        The options are conditioned upon the achievement by Meridian of net earnings of at least $10,800,000 in fiscal 2005, excluding the positive and negative effects associated with extraordinary developments such as acquisitions and with restructuring and extraordinary charges associated with acquisitions added back to net earnings. If earnings do not reach that level, the options granted become void. The options were granted for a period of ten years, vesting in three equal installments commencing on the first anniversary of the Company’s announcement of fiscal 2005 results.

        Options granted included the following to executive officers:

Name
Title
Amount of
Shares
Optioned

Exercise
Price Per
Share

William J. Motto Chairman & CEO 7,000  $16.38
John A. Kraeutler President & COO 7,000    16.38
Richard L. Eberly Executive VP & GM Meridian Life Science 7,000    16.38
Antonio A. Interno President MBE 7,000    16.38
Melissa A. Lueke VP & CFO 7,000    16.38
Susan A. Rolih VP Regulatory Affairs and QA 7,000    16.38
Kenneth J. Kozak VP Research and Development 7,000    16.38
Lawrence J. Baldini VP Operations 7,000    16.38
Gregory S. Ballish VP Sales and Marketing 7,000    16.38

        (c)    On January 19, 2005, the Registrant entered into a definitive stock purchase agreement to acquire all of the outstanding capital stock of O.E.M. Concepts, Inc., for $6 million in cash and a performance based earnout opportunity over four years of $2.3 million. A copy of the press release announcing the stock purchase agreement is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki