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): November 8, 2007
Micrus Endovascular Corporation
(Exact name of registrant as specified in its charter)
000-51323
(Commission File Number)
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| Delaware
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23-2853441 |
| (State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
| Incorporation)
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821 Fox Lane
San Jose, California 95131
(Address of principal executive offices, including zip code)
(408) 433-1400
(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:
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))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Effective as of November 12, 2007, the Board of Directors (the “Board”) of Micrus
Endovascular Corporation (the “Company”) appointed Gordon Sangster to serve as the Chief
Financial Officer of the Company.
Mr. Sanger, 55, most recently served as Vice President of Finance and Chief Financial Officer
of HemoSense, Inc., a publicly traded point-of-care clinical diagnostics company that was acquired
by Inverness Medical Innovations, Inc. in November 2007. From August 2000 through October 2006,
Mr. Sangster was Chief Financial Officer of A.P. Pharma, Inc., a publicly traded specialty
pharmaceutical company. He also served as that company’s Vice President of Finance and Controller
from April 1993 to July 2000. Previously, Mr. Sangster was Manager, International Finance for
Raychem, Inc., and International Controller for CooperVision, Inc. He is a member of the Institute
of Chartered Accountants in England and Wales. Mr. Sanger received his degree from the University
of Edinburgh in Scotland.
Effective as of the appointment of Mr. Sanger as the Chief Financial Officer of the Company,
Robert A. Stern resigned as the Chief Financial Officer. Mr. Stern has overseen the Company’s
financial operations since being promoted from Chief Financial Officer to President and Chief
Operating Officer in October 2007. Mr. Stern will remain President, Chief Operating Officer, and
Secretary of the Company.
As the Chief Financial Officer of the Company, Mr. Sangster will receive a base salary of
$250,000.00 per annum. Additionally, Mr. Sangster will be granted, effective as of November 12,
2007 (the “Grant Date”), a stock option to purchase 50,000 shares of the Company’s common
stock pursuant to the Company’s 2005 Equity Incentive Plan, at an exercise price equal to the
closing selling price per share of the Company’s Common Stock on the Nasdaq Stock Market on the
Grant Date. Subject to Mr. Sangster’s continued service with the Company, 1/4th of the shares
covered by the stock option will vest and become exercisable on November 12, 2008 and the remaining
shares will vest and become exercisable ratably each month over the next 36 months following
November 12, 2008. Mr. Sangster will also participate in the Employee Bonus Cash Plan, under which
Mr. Sangster will be eligible to receive a cash bonus equal to up to 35% of his annual base salary.
A press release announcing the foregoing management change is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
Safe Harbor Statement
This Form 8-K and other reports filed by Registrant from time to time with the Securities and
Exchange Commission contain or may contain forward-looking statements as that term is defined in
the Private Securities Litigation Reform Act of 1995. These statements relate to future events or
Registrant’s future financial performance. In some cases, forward-looking statements can be
identified by terminology such as “may”, “will”, “should”, “intends”, “expects”, “plans”,
“anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue”, or the negative of
these terms or other comparable terminology. Such statements reflect the current view of Registrant
with respect to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may
differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the forward-looking statements
are reasonable, Registrant cannot guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the securities laws of the United
States, Registrant does not intend to update any of the forward-looking statements to conform these
statements with actual results.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1
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Press Release dated November 8, 2007 issued by Micrus Endovascular Corporation |