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): April 1, 2007
CARDIOGENESIS CORPORATION
(Exact name of registrant as specified in its charter)
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| California
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000-28288
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77-0223740 |
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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.) |
11 Musick
Irvine, CA 92618
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (949) 420-1800
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 Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
(d) On April 1, 2007, Gregory D. Waller was elected to serve as a Director of the Company. In
accordance with the provisions of the Registrant’s Bylaws, Mr. Waller’s election was approved by
the Board of Directors of the Registrant in order to fill the vacancy that was created by the death
of Joseph R. Kletzel, II on January 15, 2007.
It is expected that Mr. Waller will serve as a member of the Company’s Audit Committee,
Compensation Committee and Corporate Governance Committee.
(e) In connection with the appointment of Mr. Waller, effective April 1, 2007, the Board of
Directors of the Company (i) modified the compensation payable to Audit, Compensation and Corporate
Governance Committee members to include a per meeting fee for regularly scheduled committee
meetings, and (ii) updated the form of indemnification agreement between the Company and its
directors and executive officers. The following is a summary of the compensation payable to
members of the Company’s Board of Directors, as modified:
Each non-employee director will receive an annual retainer of $12,000 (payable quarterly) and
a per meeting fee of $2,500 for each regularly scheduled quarterly meeting of the Board of
Directors attended in person by such director as well as reimbursement for travel expenses
associated with attendance at any such meeting.
In addition, the chairmen of the Company’s Audit Committee, Compensation Committee, and
Corporate Governance Committee will receive an additional annual retainer of $5,000, $2,500 and
$2,000 per year (payable quarterly). Members of the Audit Committee other than the chairman will
receive an additional annual retainer of $2,500 (payable quarterly).
Each member of the Company’s Audit Committee, Compensation Committee and Corporate Governance
Committee will receive a per meeting fee of $1,000 for each regularly scheduled separate meeting of
such Committee attended by such person or telephonically.
Pursuant to the terms of the Company’s 1996 Director Stock Option Plan, as currently in
effect, each non-employee director of the Company receives an option to purchase 22,500 shares of
Common Stock upon his election to the Board of Directors and subsequent option grants of 7,500
shares upon his re-election each year (provided that such re-election is at least six months after
the date of initial election to the Board of Directors). The exercise price is 100% of the closing
price of the Company’s common stock on the date prior to the grant date. Initial option grants
vest as to one-third of the shares on each yearly anniversary of the grant date until fully vested.
Subsequent option grants vest in full on the first anniversary of the date of grant. If the
non-employee director ceases to serve as a director for any reason, vesting shall cease as of the
date of such termination and shall be exercisable for 60 days following termination except in the
case of death or disability in which case the option shall be exercisable for a period of 12 months
following termination as a director.
Item 8.01 Other Events
On
April 4, 2007, the Company issued a press release announcing the election of
Gregory D. Waller as a Director of the Company. The press release is attached hereto as Exhibit
99.01 and is incorporated herein by this reference.
The press release shall not be deemed “filed” for purposes of Section 18 of the Securities Act
of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such filing.