Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 9, 2006


ANGIODYNAMICS, INC.
(Exact Name of Registrant as Specified in its Charter)


Delaware
(State or Other Jurisdiction of Incorporation)

  0-50761
(Commission File Number)
11-3146460
(IRS Employer Identification No.)
 

 
     603 Queensbury Avenue, Queensbury, New York
(Address of Principal Executive Offices)
12804
(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.


¨ 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 Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)        On October 9, 2006, the Company announced the appointment of Robert D. Mitchell to the newly created position of Executive Vice President and Chief Operating Officer, effective by December 1, 2006. A copy of the press release announcing this appointment is attached hereto as Exhibit 99.1

               Since March 2005, Mr. Mitchell, age 44, has been the president, chief executive officer and a director of Millimed Holdings, Inc, a privately held Danish company engaged in developing next generation drug eluting products for use in treating vascular disease. From July 2004 to March 2005, Mr. Mitchell was employed as Vice President of Worldwide Sales and a member of the executive management committee of Align Technology, Inc., a California-based Nasdaq listed medical device company engaged in the design, manufacture and marketing of an invisible orthodontic product. From 1987 to 2004, Mr. Mitchell was employed in various positions at Cook Incorporated, a large privately held medical device manufacturer and member of the Cook Group Incorporated family of companies located in Indiana.

               There is no arrangement or understanding between Mr. Mitchell and any other person pursuant to which Mr. Mitchell was appointed Executive Vice President and Chief Operating Officer, nor any family relationship between Mr. Mitchell and any executive officer or director of the Company. There are no transactions in which Mr. Mitchell has direct or indirect interest requiring disclosure under Item 4.04(a) of Regulation S-K.

              Mr. Mitchell will receive an annual base salary of $270,000. He will participate in the Company’s Management Profitability Bonus Program for fiscal 2007, under which he will be eligible for a target bonus of 35% of his annual base salary. In addition, Mr. Mitchell will receive a cash signing bonus of $50,000. On the date Mr. Mitchell joins the Company he will receive grants of the following awards under the Company’s 2004 Stock and Incentive Award Plan (the “2004 Plan”): (i) non-qualified 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 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% commencing one year after the date of grant; (ii) 4,000 restricted stock units, which will vest on May 30, 2009, provided Mr. Mitchell is employed with the Company on such date; and (iii) 4,000 performance shares, one-third of which may be earned in each of three consecutive fiscal years, commencing with fiscal 2007. Each year, one-half of the shares available to be earned that year will be earned upon achievement by the Company of specified earnings per share (“EPS”) goals and the other half of the shares will earned upon the Company’s achievement of specified revenue goals. Shares not earned in a fiscal year may be earned in the following fiscal year if the EPS or revenue goals in such following year are exceeded by an amount at least equal to the shortfall for the applicable goal for the preceding year.


Item 9.01. Financial Statements and Exhibits.


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(d)        Exhibits.


Exhibit Description

99.1 Press release dated October 9, 2006.




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SIGNATURES

            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.


Date: October 10, 2006 ANGIODYNAMICS, INC.
(Registrant)



By:/s/ Joseph G. Gerardi

        Joseph G. Gerardi
        Vice President, Chief Financial Officer



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EXHIBIT INDEX


Exhibit Description

99.1   Press release dated October 9, 2006.






Exhibit 99.1 (Press Release)

Exhibit 99.1


Company Contacts:
AngioDynamics, Inc.
Joe Gerardi
(800) 772-6446 x115
www.angiodynamics.com
Investor Relations Contacts:
Lippert/Heilshorn & Associates, Inc.
Kim Sutton Golodetz (kgolodetz@lhai.com)
(212) 838-3777
Bruce Voss (bvoss@lhai.com)
(310) 691-7100


ANGIODYNAMICS NAMES ROBERT MITCHELL
CHIEF OPERATING OFFICER


QUEENSBURY, N.Y. (October 9, 2006) – AngioDynamics, Inc. (Nasdaq: ANGO), a leading provider of medical devices for the minimally invasive diagnosis and treatment of peripheral vascular disease announced today that it has appointed Robert D. Mitchell, 44, to the newly created position of executive vice president and chief operating officer effective by December 1, 2006. In this function, Mr. Mitchell will oversee all day-to-day business operations for the Company. He will report directly to Eamonn P. Hobbs, president and chief executive officer.

Much of Mr. Mitchell’s professional experience was spent at Cook Incorporated in Bloomington, Indiana, where he was responsible for various operations from 1987 to 2004. Mr. Mitchell’s last position at Cook was vice president and director, global sales and marketing for various business units including: diagnostic and interventional, endovascular, critical care and surgical. In addition, Mr. Mitchell was appointed as the global strategic business unit leader for diagnostic and interventional products.

Mr. Mitchell most recently served as director, president and chief executive officer of Millimed Holdings, Inc., a privately held company based in Roskilde, Denmark that develops next generation drug eluting products centered on the treatment of vascular disease. Prior to this position, he was employed by Align Technology, Inc. of Santa Clara, California, where he was vice president of worldwide sales and a member of the executive management committee.

Mr. Mitchell has been actively involved as a lecturer, advisor and board member for several companies, medical societies and organizations. Mr. Mitchell received his Bachelor of Science degree from the University of Utah and his MBA from Indiana Wesleyan University.

“We are expanding our executive team to include a chief operating officer to oversee the numerous daily activities associated with a growing market leader, and Bob is the ideal person to fill this position,” said Mr. Hobbs. “With nearly 20 years of experience in the interventional radiology space, and a proven track record of management, Bob will significantly strengthen the AngioDynamics management team, which will allow me more time to focus on our strategic growth initiatives. I look forward to working very closely with Bob,” added Mr. Hobbs.




“I am looking forward to playing a part in the continued growth of AngioDynamics,” said Mr. Mitchell. “AngioDynamics’ products are known for their cutting edge technology and I have long admired the respect the company and its innovations have garnered from the medical community. I am very pleased to be joining the Company at this time.”

About AngioDynamics

AngioDynamics, Inc. is a leading provider of innovative medical devices used by interventional radiologists, vascular surgeons and other physicians for the minimally invasive diagnosis and treatment of peripheral vascular disease. AngioDynamics, Inc. designs, develops, manufactures and markets a broad line of therapeutic and diagnostic devices that enable interventional physicians, such as interventional radiologists, vascular surgeons and others, to treat peripheral vascular diseases and other non-coronary diseases. The Company’s diverse product line includes angiographic products and accessories, dialysis products, vascular access products, PTA products, drainage products, thrombolytic products and venous products. More information is available at www.angiodynamics.com.

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.

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