- Current report filing (8-K)
February 08 2010 - 8:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
February
5, 2010
Date of
Report (date of earliest event reported)
SENORX,
INC.
(Exact
name of Registrant as specified in its charter)
|
Delaware
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001-33382
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33-0787406
|
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(State or other
jurisdiction of
incorporation
or organization)
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
|
3
Morgan, Irvine, California 92618
(Address
of principal executive offices)
(949)
362-4800
(Registrant’s
telephone number, including area code)
N/A
(
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 (see General Instruction A.2. below):
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
February 8, 2010, SenoRx Inc. (“SenoRx”) announced that Chairman and Chief
Executive Officer Lloyd H. Malchow is taking an indefinite medical leave of
absence due to illness, and that John T. Buhler, President and Chief Operating
Officer of SenoRx, will serve as acting Chief Executive Officer. Mr.
Malchow will continue to serve on SenoRx’s Board of Directors and will remain
involved in major strategic decisions during his leave of absence. Mr. Malchow
has been diagnosed with cancer and will undergo medical treatment during his
leave of absence. A copy of the press release announcing Mr.
Malchow’s medical leave and Mr. Buhler’s appointment is furnished as Exhibit
99.1 to this Form 8-K and will be available on our website at
www.senorx.com
.
SenoRx’s
Compensation Committee approved certain changes to Mr. Buhler’s
salary. Namely, Mr. Buhler will be paid an additional salary of
$3,000 per month in connection with his appointment as acting Chief Executive
Officer. Such salary increase will be effective immediately and will
continue until Mr. Buhler no longer serves as acting Chief Executive
Officer.
SenoRx’s
Compensation Committee also approved certain changes to Mr. Malchow’s
outstanding stock options and restricted stock units (the
“Awards”). Namely, the Awards were amended to provide that such
Awards will fully vest as of the date of Mr. Malchow’s death or disability (as
such term is defined in the equity plans governing the Awards). In
addition, the Compensation Committee approved an amendment to the
post-termination exercise period of the stock options (the “Options”) held by
Mr. Malchow to provide that following a termination of Mr. Malchow’s service to
SenoRx due to his death or disability, the last day to exercise any vested but
unexercised portion of the Options will be the earlier of the date that is (i)
three (3) years from the date of separation of service or (ii) the original
expiration date of the Option.
The
Compensation Committee’s rationale for making such salary increase and changes
to the Awards at the present time are as follows:
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●
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Provide
immediate and meaningful additional economic alignment of management
incentives with the building of long-term stockholder
value
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●
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Provide
meaningful additional retention and incentives for key employees who are
building the business and achieving key corporate goals
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●
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Achieve
the average of total compensation targets established in our benchmarking
of comparable companies
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Item 9.01
Financial Statements and
Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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99.1
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Press
Release of SenoRx, Inc. dated as of February 8,
2010.
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SIGNATURES
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.
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SENORX, INC.
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Date: February
8, 2010
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By:
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/s/ Kevin
J. Cousins
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Kevin
J. Cousins
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Chief
Financial Officer,
Vice President,
Finance
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