a8k122009.htm
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
Date of
Report (date of earliest event reported)
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Commission
file number
0-11625
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DELAWARE
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04-2793022
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(State
or Other Jurisdiction of Incorporation or Organization)
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30
Ossippe Road, Newton, MA
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02464
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(617)
969-5452
(Registrant's
Telephone No., 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 (see General
Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ 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))
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
James N. Little Announces Retirement
from Board of Directors
On
December 2, 2009, Dr. Little informed the Board of Directors of Microfluidics
International Corporation (the “Company”) that he was retiring
from the Board of Directors effective December 31, 2009. Mr. Uvegus,
a member of the Board of Directors will assume the role of Chairman upon Dr.
Little’s retirement. The press release announcing Dr. Little’s
retirement is filed as Exhibit 99.1 and incorporated herein by
reference.
(e)
Amended
and Restated Employment Agreement
On
December 4, 2009, the Company and Mr. Ferrara, its Chief Executive Officer,
entered into an Amended and Restated Employment Agreement (the “Agreement”), which amends and
restates Mr. Ferrara’s previous Employment Agreement with the Company dated
November 14, 2007. The Agreement is effective January 1, 2010, is for
an initial two-year period with renewals for successive one-year periods, unless
terminated in accordance with the terms of the Agreement. The initial
two-year period and any successive one-year renewal period are defined as the
Employment Period.
Under the
Agreement, Mr. Ferrara will receive a base salary of $240,000 per year, subject
to increases determined by the Board in its sole discretion (the “Base Salary”). In
addition to his Base Salary, Mr. Ferrara will be entitled to participate in, and
may receive performance bonus payments under an annual bonus plan or plans as
the Compensation Committee of the Board may establish from time to time for
senior executives. Mr. Ferrara’s potential performance bonus under
any such performance plan for achieving 100% of the mutually agreed upon “KRAs”
and/or other targets for that year shall be no less than fifty (50) percent of
his Base Salary.
Mr.
Ferrara will be eligible to participate in the Company’s employee benefits as
they may exist from time to time, including health insurance, life insurance,
401k and stock purchase plans. Mr. Ferrara will be eligible to earn and use four
(4) weeks of paid vacation per calendar year, accruing at the rate of 1.67 days
per month. The Company will reimburse Mr. Ferrara for all reasonable expenses
incurred in the course of performance of duties under the
Agreement.
In the
event that the Employment Period is terminated by Mr. Ferrara for other than a
Good Reason (as defined in the Agreement), by the Company for Cause (as defined
in the Agreement) or as a result of Mr. Ferrara’s death or Permanent Disability
(as defined in the Agreement), the Company shall have no further obligation to
Mr. Ferrara, other than to pay to Mr. Ferrara or his designated beneficiary, (i)
any portion of the Base Salary owed to Mr. Ferrara through the date of
termination, (ii) the salary corresponding to any vacation time accrued but
unused through the date of termination, (iii) any amounts owed for expenses
incurred prior to the date of termination that are eligible for reimbursement
pursuant to the Agreement and (iv) in the case of a termination due to death,
two months salary payable in monthly installments.
If the
Employment Period is terminated by the Company without Cause, by Mr. Ferrara for
Good Reason or within thirty (30) days following a Change of Control, or by the
Company for any reason within one year of a Change of Control, Mr. Ferrara will
receive payment of the amounts described in the preceding paragraph and be
entitled to receive as severance following the date of termination, (i) twelve
(12) months of his Base Salary (as of the effective date of such termination),
payable in monthly installments, (ii) twelve (12) monthly payments of the amount
that the Company would have paid in continuation of Mr. Ferrara’s medical
coverage if he had remained an employee of the Company, and (iii) if the
termination is effective prior to the end of a calendar year, a pro-rated
portion of the bonus that would have been paid to Mr. Ferrara under the
Agreement if he had remained employed until the end of such calendar year. The
foregoing severance will be contingent on the execution by Mr. Ferrara of a
general release of any claims that he may have against the Company.
Under the
Agreement, Mr. Ferrara agreed that, during the Employment Period and for a
period of twelve (12) months thereafter, he will not (a) engage in, render
services to, or acquire a financial interest in, any Competitive Business (as
defined in the Agreement), (b) induce any employee of the Company to leave the
Company or hire certain former employees of the Company, or (c) interfere with
the relationship between the Company and any of its customers, suppliers,
licensees or other business relations.
The
description of the Agreement provided above is qualified in its entirety by
reference to the full text of such Agreement, a copy of which is filed as
Exhibit 10.1 to this report and incorporated by reference into this Item
5.02(e).
Discretionary
Bonus
Program for 2010
Consistent
with the Company's previously disclosed existing discretionary bonus
practices, on December 2, 2009, the Compensation Committee approved a
discretionary bonus program for 2010 for senior officers, including the named
executive officers. For 2010, each participating employee will be given key
performance metrics (or KRA’s), such as the performance of the particular
officer or the accomplishment of specific objectives by such officer and may
includes such other objective factors as the Company’s profitability, revenue,
cash flow, customer generation, market share and industry position. If the
eligible employee achieves his or her KRA’s he or she is eligible to receive a
bonus. No bonuses under the 2010 program will be paid unless the Company
achieves certain financial objectives.
Item
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits. The
following exhibits are being filed herewith:
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10.1
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Amended
and Restated Employment Agreement dated December 4, 2009 by and between
Michael Ferrara and Microfluidics International Corporation. (Filed
herewith)*
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99.1
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Press
release dated December 8, 2009 (announcing Mr. Little’s retirement from
the Board of Directors)
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*Represents
management contract or compensatory plan or arrangement.
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, thereunto duly
authorized.
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Registrant)
December 8,
2009
By: /s/ Peter
Byczko
Peter Byczko
Vice
President of Finance, Chief Accounting Officer
Exhibit
Index
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10.1
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Amended
and Restated Employment Agreement dated December 4, 2009 by and between
Michael Ferrara and Microfluidics International Corporation. (Filed
herewith)*
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99.1
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Press
release dated December 8, 2009 (announcing Mr. Little’s retirement from
the Board of Directors)
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*Represents
management contract or compensatory plan or arrangement.