VOLC » Topics » (Registrants telephone number, including area code)

This excerpt taken from the VOLC 8-K filed Aug 4, 2009.

(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:

 

¨ 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 2.02 Results of Operations and Financial Condition.

On August 4, 2009, Volcano Corporation issued a press release regarding its financial results for the second quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and shall not be incorporated by reference in any registration statement or other document filed under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filings, 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, dated August 4, 2009


This excerpt taken from the VOLC 8-K filed Aug 3, 2009.

(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:

 

¨ 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.

 

(e)

2005 Equity Compensation Plan Amendment

On July 29, 2009, the stockholders of Volcano Corporation (the “Company”) approved an amendment and restatement of the Volcano Corporation 2005 Equity Compensation Plan (the “Plan”), which, among other things, (1) increases the shares available for issuance under the Plan by 2,050,000 shares, (2) provides that the Company cannot allow repricing of stock options without express approval of the stockholders, (3) clarifies that a change in control must actually occur in order for change in control benefits to be realized, (4) provides that, commencing July 29, 2009, the number of shares of stock available for issuance under the Plan will be reduced by one share for each share of common stock issued pursuant to an option or a stock appreciation right and one and sixty-three hundredths (1.63) shares for each share of common stock issued pursuant to a restricted stock award, restricted stock unit award, performance stock award or other stock award, and (5) provides that shares net exercised or retained to cover a participant’s minimum tax withholding obligations will not again become available for issuance under the Plan.

A more detailed summary of the key terms of the amended and restated Plan is set forth in the Company’s definitive proxy statement for its 2009 annual meeting of stockholders, as filed with the Securities and Exchange Commission on June 2, 2009 (the “Proxy Statement”). The foregoing summary is qualified in its entirety by reference to the full text of the amended and restated Plan, which is filed as Exhibit 10.3 herein and incorporated herein by reference.

Short Term Incentive Plan

On July 28, 2009, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”), approved the Short Term Incentive Plan (the “STI Plan”) to establish the 2009 bonus pool criteria and target bonus levels, including for the Company’s executive officers.

The STI Plan provides that the overall bonus pool would be based on the achievement of financial metrics comprised of the Company’s 2009 revenue and operating income, and other key company-wide operational and financial objectives, which the Company refers to as its “key factors for success” (together the “2009 Objectives”). The STI Plan establishes a 70% weighting on the achievement of the financial metrics and a 30% weighting on the achievement of the key factors for success. The STI Plan establishes a minimum threshold of 80% achievement of 2009 Objectives for payment of cash bonuses under the plan. The STI Plan also provides that individual bonus targets for executive officers will be based on such executive officer’s achievement of company-wide and departmental or functional area goals and objectives, as well as individual performance contributing to the achievement of such goals and objectives. Upon achievement of target goals and objectives, eligible executive officers of the Company would be granted by the Compensation Committee cash bonuses of approximately 20% of their respective annual base salary. The range of bonus payments under the STI Plan for executive officers is between 0% and 40% of such officer’s respective 2009 base salary.

The Compensation Committee retains discretion to increase, reduce or eliminate bonus payments that otherwise would be payable under the STI Plan based on actual performance and other factors determined by the Compensation Committee. Vincent J. Burgess, Michael E. Lussier and John F. Sheridan are the current executive officers eligible to participate in the STI Plan. Bonus payments to R.Scott Huennekens and John T. Dahldorf will continue to be governed by their respective employment agreements with the Company. Jorge J. Quinoy will continue to be eligible to receive sales commission pursuant to his sales commission plan.


Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit
Number

  

Description

10.3    Volcano Corporation Amended and Restated 2005 Equity Compensation Plan (as originally filed as Appendix A to the Company’s definitive proxy statement for its 2009 annual meeting of stockholders, as filed with the Securities and Exchange Commission on June 2, 2009, and incorporated herein by reference).


This excerpt taken from the VOLC 8-K filed Jul 8, 2009.

(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:

 

¨ 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 1.01. Entry into a Material Definitive Agreement.

On July 8, 2009, Volcano Corporation (“Volcano”) and its wholly owned subsidiary, Volcano Japan Co., Ltd. (“Volcano Japan”) entered into an agreement with Goodman Company, Ltd. (“Goodman”) relating to the termination of certain agreements between Volcano and Volcano Japan, on the one hand, and Goodman, on the other hand, and the transition of the distribution of Volcano products in Japan to Volcano Japan.

Distributor Termination Agreement

Volcano, Volcano Japan and Goodman entered into a Distributor Termination Agreement, dated as of July 8, 2009 (the “Termination Agreement”). Under the Termination Agreement:

 

 

The distribution relationship among the parties is terminated, along with ancillary agreements relating thereto, including certain Software Support and Maintenance Agreements, Quality Assurance Agreements, Equipment Loan Agreements, a Service Consignment Agreement and any oral agreement relating to the Toyohashi Special Trial (as defined in the Termination Agreement) effective as of August 31, 2009 (the “Termination Date”).

 

 

Volcano Japan agrees to pay Goodman 350 million Japanese Yen, plus 5% Japanese consumption tax, (approximately $3.9 million U.S. based on current exchange rates) in three installments, with 100 million Japanese Yen being paid on July 15, 2009, 50 million Japanese Yen being paid following the transfer and delivery of consoles in Goodman’s possession and the remaining 200 million Japanese Yen being paid on August 31, 2009. Volcano Japan has a right to offset payments against invoices to Goodman for product purchases prior to the Termination Date.

 

 

Goodman agrees to transfer title to Volcano Japan all of Goodman’s inventory, whether in possession of Goodman or a customer of Goodman, of Intravascular Ultrasound (“IVUS”) and Functional Measurement (“FM”) consoles and related disposable products. Volcano Japan will repurchase qualified disposables for the original purchase paid to Volcano by Goodman.

 

 

Goodman agrees to return to Volcano Japan the IVUS and FM consoles that Goodman leases from Volcano.

 

 

Goodman agrees to transfer certain of its customer contracts, including contracts under which Goodman leases IVUS or FM consoles to customers, to Volcano Japan, and Volcano Japan agrees to assume the service obligations under such contracts. Goodman shall assist in the uniform transition of such customers to Volcano Japan.

 

 

Volcano and Volcano Japan assume certain obligations relating to the Toyohashi Special Trial, including the cost of the analysis of images.

 

 

Other than the obligations set forth in the Termination Agreement, the parties release each other from any and all claims, whether known or unknown, relating to the distribution relationship or the termination of the distribution relationship.

 

 

Goodman agrees, until December 31, 2009, not to provide any service, support, product or technology that is competitive to the IVUS and FM products (excluding any Optical Coherence Tomography products).


 

Volcano Japan agrees to pay Goodman commissions based on net receipts (as defined in the Termination Agreement) of Volcano Japan from the sale of products to sub-distributors or hospitals transferred as customers from Goodman to Volcano Japan during the period beginning from July 1, 2009 and ending on December 31, 2009 (with the commission rate at 40% of net receipts for sales in July and August, 30% of net receipts for sales in September and October and 25% of net receipts for sales in November and December) and guarantees minimum total commissions of 310 million Japanese Yen (approximately $3.3 million U.S. based on current exchange rates).

The foregoing description is qualified in its entirety by reference to the Distributor Termination Agreement, which is being filed herewith as Exhibit 10.1, and is incorporated herein by reference.

A copy of the press release announcing the entry into the Distributor Termination Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This excerpt taken from the VOLC 10-Q filed May 7, 2009.

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨    Accelerated filer  þ    Non-accelerated filer  ¨    Smaller reporting company  ¨
      (Do not check if a smaller reporting company)   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  þ

Indicate the number of shares of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Class

 

Outstanding at April 30, 2009

Common stock, $0.001 par value   48,307,669

 

 

 


Table of Contents
This excerpt taken from the VOLC 8-K filed Feb 9, 2009.

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:

 

¨ 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.

 

(e)
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