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):  July 19, 2016

AngioDynamics, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

 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:

 

 

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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)

 

 

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

 

 

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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 July 19, 2016, Michael Greiner was appointed Executive Vice President and Chief Financial Officer of AngioDynamics, Inc. (the “Company”), effective August 16, 2016.  Prior to his appointment as Executive Vice President and Chief Financial Officer, Mr. Greiner, age 43, most recently served as Chief Financial Officer of Extreme Reach, Inc.  In this role, Mr. Greiner was in charge of the company’s financial operations.  Prior to this position, Mr. Greiner served as Senior Vice President of Corporate Finance and Chief Accounting Officer for Vistaprint N.V., where he had global responsibility across Treasury, Tax, Financial Systems, Controllership and SEC Reporting, Internal Audit and Corporate Real Estate.  Prior to joining Vistaprint N.V., Mr. Greiner served as the Global Controller, Water and Process Technologies at General Electric.  He also held various finance roles of increasing responsibility at Bausch + Lomb and Wyeth and began his career at Deloitte and Touche.  Mr. Greiner is a Certified Public Accountant and earned his B.S. and M.S. degrees in Accounting at Fairleigh Dickenson University, as well as an MBA at Columbia University Business School.

 

Mr. Greiner does not have any family relationship with any of the Company’s directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K.

 

In connection with Mr. Greiner’s appointment as the Company’s Executive Vice President and Chief Financial Officer, on July 19, 2016, the Company and Mr. Greiner entered into an Employment Agreement.  Pursuant to the Employment Agreement, Mr. Greiner will receive a base salary of $370,000 per year and be eligible for annual bonuses at a target level of 60% of his base salary beginning with the Company’s fiscal year ending May 31, 2017.  In addition, the Compensation Committee of the Board of Directors of the Company approved a $100,000 sign on bonus for Mr. Greiner.  Mr. Greiner’s employment with the Company will be on an “at will” basis, meaning that either he or the Company may terminate his employment at any time for any reason or no reason, without further obligation or liability.

 

Mr. Greiner was granted equity awards, effective August 16, 2016, under the Company’s 2004 Stock and Incentive Award Plan in the form of (i) 20,000 performance shares of Company common stock, (ii) an option to purchase 100,000 shares of Company common stock, and (iii) 10,000 restricted stock units in respect of shares of Company common stock.  The exercise price for the options is equal to the closing price of the Company’s common stock as reported on the NASDAQ Global Market on the date of the grant (i.e., August 16, 2016).  The performance shares have a three-year term with payouts to be made in shares of Company common stock at the end of the term ranging between 0 and 200% of the grant amount depending on the Company’s total shareholder return relative to a peer group of companies substantially similar to the peer group previously disclosed in connection with the Company’s prior performance share programs.  The options will vest in four equal installments beginning on the first anniversary of the grant date and expire, if not exercised, on August 16, 2023.  The restricted stock units will vest in four equal installments beginning on the first anniversary of the grant date.

 

 

 

In addition, Mr. Greiner will receive (i) an executive car allowance of $1,200 per month (less applicable taxes) and (ii) a relocation allowance of $75,000 in the form of reimbursements and payments.  Mr. Greiner will also be eligible to participate in the benefit and perquisite plans and programs generally available to senior executives of the Company, including health insurance, life and disability insurance, The Employee Stock Purchase Plan, 401(k) plan and flexible spending plan.

 

The foregoing description of the Employment Agreement is qualified in its entirety by the text of such agreement, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated herein by this reference.

 

On July 20, 2016, the Company and Mark Stephens, Senior Vice President, Administration, of the Company, agreed that Mr. Stephens would leave the Company, effective upon a date to be determined.  In consideration for a waiver and general release of claims executed by Mr. Stephens in favor of the Company, Mr. Stephens will receive severance payments equal to continuation of his annual base salary for a period of 12 months plus earned but unused vacation time.

 

On July 25, 2016, the Company issued a press release announcing the appointment of Mr. Greiner as Executive Vice President and Chief Financial Officer. A copy of the press release is attached hereto as Exhibit 99.1.

 

 

Item 9.01 – Financial Statements and Exhibits.

 

 

 

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:  July 25, 2016	By:	/s/  Stephen A. Trowbridge
		Name:   Stephen A. Trowbridge
		Title:     Senior Vice President and General Counsel

 

 

EXHIBIT INDEX

 

 

 

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July 19, 2016

 

Michael Greiner

50 Waltham Street,

Lexington, MA 02421

 

Dear Michael:

 

On behalf of AngioDynamics, Inc. (the “Company”), I am pleased to offer you the position of Executive Vice-President and Chief Financial Officer. We look forward to your future success in this position and are excited about the skills, experience, and leadership you will bring to the organization. The terms of your new position with the Company are as set forth in this letter.

 

a.

Benefits: You will be eligible for major medical, prescription, vision and dental benefits the 1st of the month following your hire date. Other benefits including life and disability insurance, participation in our employee stock purchase plan, and 401(k)/Retirement Plan will be available as per their normal enrollment period.

b.	Vacation: You will be granted 3 weeks, pro-rated vacation time to be used during the remainder of the fiscal year, accrued per our regular payroll schedule. Thereafter, you will accrue additional vacation in accordance with the schedule in our Employee Handbook.

c.	Executive Automobile Allowance: You will be eligible to receive a car allowance in the amount of $1,200.00 per month (less applicable taxes), paid bi-weekly through the regular payroll schedule.

d.

Relocation: You will receive a relocation allowance of $75,000; to be used for temporary living expenses (the first 60 days will be paid by the company through Concur) and reimbursement for movement of household goods and closing costs associated with the sale or purchase of a home. This benefit will expire August 1, 2017.

6.	At-Will Employment   Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reason or no reason, without further obligation or liability, except for paragraphs 8 and 9 of this Agreement.

 

7.

Background Screening/Drug Testing   This offer is contingent upon the understanding you are either a U.S. citizen or an alien legally authorized to work in the United States and that proof of identity and employment authorization is provided no later than three days after your start date with the Company. This proof may include a valid driver’s license and a copy of your social security card or birth certificate. Finally, this offer is also contingent upon successfully completing a Background Check and Drug Screening.

 

8.

Confidential Information and Invention Assignment Agreement / Non- Competition Agreement   Our extension of this offer and in connection with your commencement of employment with the Company is contingent upon the execution, and delivery to the Company, of the Company’s Confidentiality and Non-Competition Agreement, prior to or on your employment start date.

 

9.

Confidentiality of Terms   You agree to follow the Company’s strict policy that employees must not disclose, either directly or indirectly, any information, including any of the terms of this agreement, regarding compensation, or stock purchase or option allocations to any person, including other employees of the Company; provided, however, that you may discuss such terms with members of your immediate family and any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice.

 

We are all delighted to be able to extend you this offer and look forward to working with you.

 

To indicate your acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to me. This letter, together with the Confidentiality Agreement and Relocation Agreement, set forth the terms of your employment with the Company and supersedes any prior representations or agreements, whether written or oral. This letter of agreement when fully executed will be a binding agreement on the parties. It may not be modified or amended except by a written agreement, signed by the Company and by you. This offer will expire unless you sign and return by end of business 5:00 PM ET on July 25, 2016.

 

 

		ANGIODYNAMICS, INC.
		By:	/s/ Mark Stephens
			Mark Stephens
			Sr. Vice President, Administration
ACCEPTED AND AGREED:
/s/ Michael Greiner
Michael Greiner
7-19-16
Date

 

 

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AngioDynamics Appoints Michael C. Greiner as New Chief Financial Officer

Greiner brings more than 20 years of accounting, corporate finance and operations experience from a variety of global corporations

ALBANY, N.Y., July 25, 2016 -- AngioDynamics (NASDAQ:ANGO), a leading provider of innovative, minimally invasive medical devices for vascular access, surgery, peripheral vascular disease and oncology, today announced the appointment of Michael Greiner as the company’s new Executive Vice President and Chief Financial Officer, effective August 16, 2016.

“Michael’s broad expertise in corporate finance and accounting combined with his experience at large organizations across a variety industries uniquely positions him to lead AngioDynamics’ financial organization and help support the company’s strategy as we seek to grow over the long-term,” said Jim Clemmer, President and Chief Executive Officer of AngioDynamics.

Greiner most recently served as the Chief Financial Officer at Extreme Reach, Inc., a cloud-based enterprise platform for brand advertising, responsible for all finance and human resource operations. Prior to his role at Extreme Reach, Greiner held several executive roles, including Senior Vice President Corporate Finance and Chief Accounting Officer at Cimpress N.V. (formerly known as Vistaprint N.V.), Global Controller for GE’s Water and Processing Technologies division and leadership roles at Bausch & Lomb and Wyeth. Greiner has also served as an adjunct professor at several universities and earned a Master’s in Business Administration from Columbia University Business School, as well as a Bachelor and Master of Science in Accounting from Fairleigh Dickinson University.

About AngioDynamics

Trademarks

AngioDynamics and the AngioDynamics logo are trademarks and/or registered trademarks of AngioDynamics Inc., an affiliate or a subsidiary.

Safe Harbor
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements regarding AngioDynamics' expected future financial position, results of operations, cash flows, business strategy, budgets, projected costs, capital expenditures, products, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include the words such as "expects," "reaffirms," "intends," "anticipates," "plans," "believes," "seeks," "estimates," "optimistic," or variations of such words and similar expressions, are forward-looking statements. These forward looking statements are not guarantees of future performance and are subject to risks and uncertainties. Investors are cautioned that actual events or results may differ from AngioDynamics' expectations. Factors that may affect the actual results achieved by AngioDynamics include, without limitation, the ability of AngioDynamics to develop its existing and new products, technological advances and patents attained by competitors, infringement of AngioDynamics' technology or assertions that AngioDynamics' technology infringes the technology of third parties, the ability of AngioDynamics to effectively compete against competitors that have substantially greater resources, future actions by the FDA or other regulatory agencies, domestic and foreign health care reforms and government regulations, results of pending or future clinical trials, overall economic conditions, the results of on-going litigation, challenges with respect to third-party distributors or joint venture partners or collaborators, the results of sales efforts, the effects of product recalls and

 

product liability claims, changes in key personnel, the ability of AngioDynamics to execute on strategic initiatives, the effects of economic, credit and capital market conditions, general market conditions, market acceptance, foreign currency exchange rate fluctuations, the effects on pricing from group purchasing organizations and competition, the ability of AngioDynamics to integrate purchased businesses, as well as the risk factors listed from time to time in AngioDynamics' SEC filings, including but not limited to its Annual Report on Form 10-K for the year ended May 31, 2015 and its quarterly reports on Form 10-Q for the fiscal period ended August 31, 2015, November 30, 2015 and February 29, 2016. AngioDynamics does not assume any obligation to publicly update or revise any forward-looking statements for any reason.

In the United States, the NanoKnife System has received a 510(k) clearance by the Food and Drug Administration for use in the surgical ablation of soft tissue, and is similarly approved for commercialization in Canada, the European Union and Australia. The NanoKnife System has not been cleared for the treatment or therapy of a specific disease or condition.

Company Contact:

AngioDynamics, Inc.

Caitlin Stefanik

(518) 795-1418

cstefanik@angiodynamics.com

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