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): October 16, 2019
AngioDynamics, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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000-50761
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11-3146460
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(State or Other Jurisdiction of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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14 Plaza Drive Latham, New York
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12110
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(Address of Principal Executive Offices)
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(Zip Code)
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(518) 795-1400
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(Registrant’s telephone number, including area code)
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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)
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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))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered |
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Common Stock, par value $0.01 per share
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ANGO
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NASDAQ Global Select Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2019, AngioDynamics, Inc. (“AngioDynamics” or the “Company”) and Michael C. Greiner mutually agreed that Mr. Greiner will not be continuing in his role as the Company’s
Executive Vice President and Chief Financial Officer, effective October 23, 2019. Mr. Greiner has agreed to remain with the Company during a transition period continuing up to the filing of the Company’s quarterly report on Form 10-Q for the second
fiscal quarter ending November 30, 2019.
On October 16, 2019, AngioDynamics named Senior Vice President and General Counsel, Stephen A. Trowbridge, interim Chief Financial Officer, effective October 23, 2019. Mr. Trowbridge
will assume the role of interim Chief Financial Officer in addition to his current responsibilities. The Company has initiated a process to identify a permanent Chief Financial Officer.
Mr. Trowbridge, age 45, joined the Company in June 2008 as corporate counsel and was promoted to Vice President and General Counsel in June 2010 and to Senior Vice President and General
Counsel in August 2013. There are no family relationships between Mr. Trowbridge and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K. There were no changes to Mr. Trowbridge’s compensation package in connection with his appointment as interim Chief Financial Officer.
Item 7.01 – Regulation FD Disclosure.
On October 22, 2019, the Company issued a press release announcing Mr. Greiner’s departure and Mr. Trowbridge’s appointment as interim Chief Financial Officer, a copy of which is
attached hereto as Exhibit 99.1.
The press release is being furnished pursuant to Item 7.01 and the information
contained therein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. Furthermore, the information in Exhibit
99.1 shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange
Act.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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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) | |||
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Date: October 22, 2019
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By:
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/s/ Stephen A. Trowbridge | |
| Stephen A. Trowbridge | |||
| Senior Vice President and General Counsel | |||
Exhibit 99.1
NEWS RELEASE
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Investor Relations Contact:
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Media Contact:
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AngioDynamics, Inc.
Stephen Trowbridge 518-795-1408 strowbridge@angiodynamics.com |
AngioDynamics, Inc.
Saleem Cheeks 518-795-1174 scheeks@angiodynamics.com |
AngioDynamics Announces Departure of CFO and Appointment of Interim CFO
Latham, New York, October 22, 2019 – AngioDynamics, Inc. (NASDAQ: ANGO), a leading provider of innovative,
minimally invasive medical devices for vascular access, peripheral vascular disease, and oncology, today announced that Michael C. Greiner, Executive Vice President and Chief Financial Officer (CFO) will be departing the Company. Stephen A.
Trowbridge, Senior Vice President and General Counsel, will assume the role of interim Chief Financial Officer in addition to his current responsibilities.
Mr. Greiner will remain with AngioDynamics to facilitate a smooth transition of duties up to the filing of the second fiscal quarter 10-Q,
and the Company has initiated a process to determine a permanent successor.
“We have made meaningful progress since Michael joined AngioDynamics three years ago. We are a stronger company today, and Michael has played an integral role in the transformation of our portfolio, strengthening of
our balance sheet and building a talented and capable finance and accounting team,” said Jim Clemmer, President and Chief Executive Officer of AngioDynamics, Inc. “Completing the acquisition of Eximo Medical was a significant milestone that offered
us an opportunity to reflect on the accomplishments of the past three years and evaluate our future. Michael and I mutually agreed that now is the right time to bring a new perspective to the organization as we enter our next phase of execution. On
behalf of the Board of Directors and everyone at AngioDynamics, I want to thank Michael for all of his contributions, and we wish him and his family all the best.”
Mr. Greiner's departure is unrelated to AngioDynamics’ business performance, financial reporting, or controls.
The Company is reaffirming its previously issued financial guidance for fiscal year 2020.
About AngioDynamics, Inc.
AngioDynamics, Inc. is a leading provider of innovative, minimally invasive medical devices used by professional healthcare providers for vascular access, peripheral vascular disease, and oncology.
AngioDynamics’ diverse product lines include market-leading ablation systems, vascular access products, angiographic products and accessories, drainage products, thrombolytic products and venous products. For more information, visit www.angiodynamics.com.
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 fourth 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 fourth-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 acquired
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, 2019. AngioDynamics does not assume any obligation to publicly
update or revise any forward-looking statements for any reason.