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):  March 28, 2007

 

AngioDynamics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

000-50761

11-3146460

 

 

 

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

603 Queensbury Avenue, Queensbury, New York

12804

 

 

(Address of Principal Executive Offices)

(Zip Code)

 

(518) 798-1215

(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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o

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.

 

(b)          On March 28, 2007, AngioDynamics, Inc. (the "Company") announced that effective April 16, 2007, Joseph G. Gerardi will transition from his current role as Vice President, Chief Financial Officer and Treasurer to a new position as Vice President, Special Projects. In his new role, Mr. Gerardi will continue the integration of the Company’s recent acquisition of RITA Medical Systems, Inc. and develop future opportunities to build on the Company's core competencies.

 

(c)          On March 28, 2007, the Company announced the appointment of D. Joseph Gersuk, age 56, to the position of Senior Vice President and Chief Financial Officer, effective April 16, 2007. Mr. Gersuk will have responsibility for overseeing all financial operations, directing financial strategy, and providing strategic input and leadership on opportunities for expansion and projection of future company growth. He will report directly to Eamonn P. Hobbs, President and Chief Executive Officer.

 

Prior to joining the Company, Mr. Gersuk served in a variety of executive positions with emerging technology companies and other organizations. From 2003 to 2005, Mr. Gersuk served as CEO and Director of ReQuest Multimedia, Inc., a privately held company that designs, manufacturers and sells hard drive music servers for the luxury consumer market. From 1994 until 2003, Mr. Gersuk served as Executive Vice President, Chief Financial Officer and Treasurer of MapInfo Corp. (NASDAQ: MAPS), a software, data and services company.

 

Mr. Gersuk will receive an annual salary of $235,000 with a standard bonus opportunity of up to 35% of his base salary. In addition, Mr. Gersuk will receive a cash signing bonus of $25,000. On May 1, 2007, Mr. Gersuk will receive the following equity award grants: (i) stock options for 40,800 shares of the Company’s common stock, which will have an exercise price equal to the closing price of the Company’s common stock, as reported by The Nasdaq Stock Market on the date of grant, and which will vest in four equal annual installments of 25%; (ii) 1,126 restricted stock units, which will vest on May 30, 2009, provided Mr. Gersuk is employed with the Company on such date; and (iii) 1,126 performance shares, which will vest 50% each year beginning in 2008, provided the Company meets certain revenue and earnings per share targets.

 

A copy of the press release issued by the Company on March 28, 2007, announcing Mr. Gersuk’s appointment is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 


 

Item 9.01 – Financial Statements and Exhibits.

 

(d)  

Exhibits.

 

Exhibit No.

 

Description

 

99.1

 

Press Release dated March 28, 2007.

 

 

 

 

 

 


 

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.

 

 

 

ANGIODYNAMICS, INC.

 

(Registrant)

 

 

 

 

 

 

Date: March 30, 2007

By:

/s/ Joseph G. Gerardi

 

 

Joseph G. Gerardi

 

 

Vice President, Chief Financial Officer

 

 

and Treasurer

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

 

99.1

 

Press Release dated March 28, 2007.

 

 

 

 

 

 

 

 

EXHIBIT 99.1


 

 

Company Contact:

Investor Relations Contacts:

Media Contact:

AngioDynamics, Inc.

EVC Group, Inc.

EVC Group, Inc.

Joe Gerardi

Jennifer Beugelmans/Doug Sherk

Steve DiMattia

(800) 772-6446 x1115

(646) 201-5447

(646) 201-5445

jgerardi@AngioDynamics.com

jbeugelmans@evcgroup.com

sdimattia@evcgroup.com

 

dsherk@evcgroup.com

 

 

 

ANGIODYNAMICS NAMES D. JOSEPH GERSUK CHIEF FINANCIAL OFFICER

 

QUEENSBURY, N.Y. March 28, 2007—AngioDynamics, Inc. (NASDAQ: ANGO), a leading provider of innovative medical devices used by interventional radiologists and surgeons for the minimally invasive treatment of cancer and peripheral vascular disease, announced today that it has appointed D. Joseph Gersuk to the position of senior vice president and chief financial officer effective April 16, 2007.

 

Mr. Gersuk will have responsibility for overseeing all financial operations, directing financial strategy, and providing strategic input and leadership on opportunities for expansion and projection of future company growth. He will report directly to Eamonn P. Hobbs, president and chief executive officer.

 

Mr. Gersuk, 56, brings more than 25 years of experience as a senior financial executive to AngioDynamics, having served as CFO of emerging technology companies, including publicly traded MapInfo Corporation (NASDAQ: MAPS), DataEase Sapphire International, and Staveley NDT Technologies. His background includes financial expertise in mergers and acquisitions, working capital management, treasury, regulatory accounting and reporting, and implementation of strong internal controls.

 

“Joe’s talents are perfectly aligned with AngioDynamics’ strategy at this stage of our development," said Mr. Hobbs. "He brings a depth of experience in overseeing sound financial strategies that encompasses both domestic and international scales. In addition, his proven track record of leading companies that are experiencing rapid growth both organically and through mergers and acquisitions, will strengthen our management team as we take AngioDynamics to the next level.”

 

Mr. Gersuk succeeds Joseph Gerardi, 45, who has been a member of the AngioDynamics team since 1992 and has served as vice president, chief financial officer since May 2004. Gerardi will continue as a member of the Company’s management team, assuming the new role of vice president, special projects, in which he will be responsible for the continuing integration of recently-acquired RITA Medical Systems and for development of future opportunities that build on AngioDynamics’ core competencies.

 

Mr. Gersuk holds an M.B.A., Finance from American University and a B.S. from the United State Naval Academy. He is an active community leader, currently serving as the trustee and chairman of the board for Ellis Hospital in Schenectady, N.Y. and the trustee and treasurer of

 


 

the Albany Academy for Girls. Mr. Gersuk also served as director and audit committee chair for American Bio Medica Corporation from 2002 to 2003.

 

AngioDynamics is a company with enormous potential and I am excited and energized to be joining them at a time of rapid growth. I look forward to the privilege of working with this team of dynamic and creative people,” said Mr. Gersuk.

 

About AngioDynamics

 

AngioDynamics, Inc. is a leading provider of innovative medical devices used by interventional radiologists, surgeons, and other physicians for the minimally invasive treatment of cancer and peripheral vascular disease. The Company's diverse product line includes market-leading radiofrequency ablation systems, vascular access products, angiographic products and accessories, dialysis products, angioplasty products, drainage products, thrombolytic products, embolization products and venous products. More information is available at www.angiodynamics.com.

 

Safe Harbor

 

The statements made in this document contain certain forward-looking statements that involve a number of risks and uncertainties. Words such as "expects," "intends," "anticipates," "plans," "believes," "seeks," "estimates," or variations of such words and similar expressions, are intended to identify such forward-looking statements. Investors are cautioned that actual events or results may differ from the Company's expectations. In addition to the matters described above, the ability of the Company to develop its products, future actions by the FDA or other regulatory agencies, results of pending or future clinical trials, overall economic conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, as well as the risk factors listed from time to time in the SEC filings of AngioDynamics, Inc., including but not limited to its Annual Report on Form 10-K for the year ended June 3, 2006, may affect the actual results achieved by the Company.

 

# # #