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): February 5, 2020
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.)
|
||
|
14 Plaza Drive Latham, New York 12110
|
||||
|
(Address of Principal Executive Offices) (Zip Code)
|
||||
|
(518) 795-1400
|
||||
|
(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))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
Common Stock, par value $0.01 per share
|
ANGO
|
NASDAQ Global Select Market
|
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 February 6, 2020, AngioDynamics, Inc. (“AngioDynamics” or the “Company”) issued a press release announcing that, effective as of February 5, 2020, Mr. Stephen A. Trowbridge was
appointed Executive Vice President and Chief Financial Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
Mr. Trowbridge, age 45, joined the Company in June 2008 as Corporate Counsel, was promoted to Vice President and General Counsel in June 2010 and subsequently promoted to Senior Vice
President and General Counsel in August 2013. In October 2019, Mr. Trowbridge was named interim Chief Financial Officer and has served in such capacity since October 22, 2019, in addition to Mr. Trowbridge’s responsibilities as Senior Vice
President and General Counsel of the Company.
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.
In connection with Mr. Trowbridge’s appointment, the Company’s Compensation Committee approved certain changes to Mr. Trowbridge’s compensatory arrangements. Mr. Trowbridge’s annual
base salary increased to $400,000 and he will be eligible for an annual bonus at a target level of 60% of his base salary. Mr. Trowbridge will also be eligible to receive an annual equity grant award at a target level of 150% of his base
salary. In connection with Mr. Trowbridge’s appointment, he was granted equity awards, effective February 3, 2020, under the Company’s 2004 Stock and Incentive Award Plan consisting of (i) options to purchase 18,204 shares of common stock of
the Company and (ii) 5,376 restricted stock units in respect of shares of common stock of the Company. The exercise price for the options is equal to the closing price of the Company’s common stock as reported on the NASDAQ Global Select
Market on the date of the grant. The options will vest in four equal installments beginning on the first anniversary of the grant date and expire, if not exercised, on February 3, 2030. The restricted stock units will vest in four equal
installments beginning on the first anniversary of the grant date.
The Company will initiate a search for a new General Counsel and Mr. Trowbridge will maintain his role as General Counsel, in addition to his responsibilities as Executive Vice
President and Chief Financial Officer, until a replacement General Counsel is named.
Item 9.01 – Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No.
|
Description
|
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: February 7, 2020
|
By:
|
/s/ Stephen A. Trowbridge | |
| Stephen A. Trowbridge | |||
|
Executive Vice President, General Counsel
|
|||
|
and Chief Financial Officer
|
|||
Exhibit 99.1
NEWS RELEASE
|
Investor Relations Contact:
|
Media Contact:
|
|
AngioDynamics, Inc.
Stephen Trowbridge 518-795-1408 strowbridge@angiodynamics.com
|
AngioDynamics, Inc.
Saleem Cheeks
518-795-1174
scheeks@angiodynamics.com
|
AngioDynamics Appoints Stephen Trowbridge Executive Vice President and Chief Financial Officer
Latham, New York, February 6, 2020 – AngioDynamics, Inc. (NASDAQ: ANGO), a leading provider of
innovative, minimally invasive medical devices for vascular access, peripheral vascular disease, and oncology, today announced that it has appointed Stephen Trowbridge to the role of Executive Vice President and Chief Financial Officer, effective
February 5, 2020.
Mr. Trowbridge has served as the Company’s Interim Chief Financial Officer since October 22, 2019, in addition to his responsibilities as Senior Vice President and General Counsel.
AngioDynamics will initiate a search for the role of General Counsel; to facilitate a smooth transition, Mr. Trowbridge will retain his duties as General Counsel until a replacement is named.
“We are thrilled to have Steve assume the CFO role full-time and lead our outstanding finance organization,” said Jim Clemmer, AngioDynamics President and Chief Executive Officer. “Steve and I
have worked together for several years, and I have experienced first-hand his leadership, talent, and passion for our business and patients. I’m confident that the unique insights Steve has developed during his 11 years at AngioDynamics will be
instrumental as we continue our transformation into a more technology-focused medical device company.”
“I am excited to assume the CFO role on a permanent basis,” said Stephen Trowbridge, AngioDynamics Executive Vice President and Chief Financial Officer. “I look forward to continuing to work
closely with Jim and the rest of the team as we enter larger, faster-growing markets and bring innovative new products to healthcare professionals and patients around the globe.”
Mr. Trowbridge joined AngioDynamics as Corporate Counsel in 2008, was promoted to Vice President and General Counsel in 2010, and subsequently promoted to Senior Vice President, General Counsel
in 2013. Prior to AngioDynamics, Mr. Trowbridge served as Corporate Counsel at Philips Healthcare and Intermagnetics General Corporation. Mr. Trowbridge began his career with Cadwalader, Wickersham & Taft, LLP in the firm’s Mergers and
Acquisitions and Securities Group.
Mr. Trowbridge received a Bachelor of Science in Science and Technology Studies from Rensselaer Polytechnic Institute, a Juris Doctor from the University of Pennsylvania Law
School, and a Master of Business Administration from Duke University’s Fuqua School of Business.
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.