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): September 15, 2010
CRYOPORT, INC.
(Exact name of registrant as specified in its charter)
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| Nevada |
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001-34632 |
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88-0313393 |
| (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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20382 Barents Sea Circle, Lake Forest, California
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92630 |
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(Zip Code) |
Registrant’s telephone number, including area code: (949) 470-2300
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Not Applicable
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| (Former name or former address if changed since last report.) |
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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2010, the Compensation Committee of the Board of Directors (the “Committee”)
of CryoPort, Inc. (the “Company”) approved the grant of two stock options to Larry G. Stambaugh,
the Company’s Chief Executive Officer and Chairman of the Board.
The
first stock option was a grant to purchase an aggregate of 362,232 shares of the Company’s
common stock at an exercise price of $0.66, the closing price of the Company’s common stock on the
date of grant. This stock option was fully vested on the date of grant. Pursuant to his
employment agreement, Mr. Stambaugh earned a cash incentive bonus in the amount of $216,000, for
the fiscal year ended March 31, 2010. However, due to the Company’s focus on expending cash
resources towards the commercialization and launch of its CryoPort Express Shipping solution, Mr.
Stambaugh agreed to accept a stock option grant in lieu of the cash bonus. In fixing the number of
shares to be covered by the foregoing stock option grant, the
Compensation Committee used the Black-Scholes valuation model to determine a stock option grant that would have a fair value
approximating the amount of Mr. Stambaugh’s earned cash bonus.
The second stock option grant was made pursuant to Mr. Stambaugh’s employment agreement and
was a grant to purchase 420,000 shares of the Company’s common stock also at an exercise price of
$0.66 per share. The second option vested as to 25% of the underlying shares on the date of grant,
with the remaining portion of the option vesting in three equal annual installments on the first,
second and third anniversary of the date of grant. In determining to authorize the grant of the
second option to Mr. Stambaugh, the Compensation Committee sought the advice of an independent
compensation consultant, reviewed and compared comparable marketplace compensation, and considered
the incentive nature of the option since its ultimate value is based on the future performance of
the Company’s common stock. Further, the Compensation Committee considered Mr. Stambaugh’s
extraordinary efforts in connection with the Company’s recently private financing and public
offering which closed earlier in 2010, which provided necessary working capital towards the
Company’s efforts to complete the launch of its CryoPort Express Shipping solution, the agreement
with FedEx in February 2010 and recent agreement with DHL Express, as well as his continuing
efforts to cause the Company to achieve a positive cash flow.