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): July 29, 2005
CARDIOGENESIS CORPORATION
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| California
|
|
000-28288
|
|
77-0223740 |
|
|
|
|
|
|
(State or other jurisdiction of
incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
26632 Towne Centre Drive
Suite 320
Foothill Ranch, California 92610
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (714) 649-5000
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 1.01 Entry into a Material Definitive Agreement
Form of Stock Option Grant Documents.
At the 2005 annual meeting of shareholders, the Company’s shareholders approved certain
amendments to the Company’s 1996 Stock Option Plan and the 1996 Director Stock Option Plan. The
amendments increased the number of authorized shares available for grant under the 1996 Stock
Option Plan by 1,000,000 shares and extended the term of such plan to March 15, 2015, and increased
the number of shares available for grant under the 1996 Director Stock Option Plan by 500,000 and
extended the term of such plan to March 15, 2015. The 1996 Stock Option Plan and 1996 Director
Stock Option Plan were filed with the Commission as part of the Proxy Statement delivered to
shareholders in connection with the 2005 annual meeting of shareholders. A description of the 1996
Stock Option Plan and the 1996 Director Stock Option Plan are attached to this Form 8-K as Exhibits
10.1 and 10.2, respectively.
The form of Stock Option Agreement and Grant Notice attached to this Form 8-K as Exhibits 10.3
and 10.4, respectively, represent the standard form of agreements utilized by the Company in
connection with option grants to executive officers of the Company (with the exact option price,
vesting schedule and number of options to be set at the time of grant in accordance with the
provisions of the 1996 Stock Option Plan).
The form of Stock Option Agreement and Grant Notice attached to this Form 8-K as Exhibits 10.5
and 10.6, respectively, represent the standard form of agreements utilized by the Company in
connection with option grants to directors of the Company (with the exact option price, vesting
schedule and number of options to be set at the time of grant in accordance with the provisions of
the 1996 Director Stock Option Plan).
Item 9.01. Financial Statements and Exhibits
(c) The following items are filed as exhibits to this report:
| |
|
|
| Exhibit No. |
|
Description |
|
|
|
10.1
|
|
Description of the 1996 Stock Option Plan |
|
|
|
10.2
|
|
Description of the 1996 Director Stock Option Plan |
|
|
|
10.3
|
|
Form of Stock Option Agreement for Executive Officers under the 1996 Stock Option Plan |
|
|
|
10.4
|
|
Form of Grant Notice under the 1996 Stock Option Plan |
|
|
|
10.5
|
|
Form of Stock Option Agreement for Directors under the 1996 Director Stock Option Plan |
|
|
|
10.6
|
|
Form of Grant Notice under the 1996 Director Stock Option Plan |
2