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): April 30, 2007 (April 24, 2007)
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
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| Delaware
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333-82900
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94-3018487 |
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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 No.) |
2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive offices) (Zip Code)
(916) 858-5100
(Registrant’s telephone number, 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
(b). Resignation of President
Mr. Kevin Simpson resigned as ThermoGenesis Corp.’s (the “Company”) President and General
Manager of Surgical Wound Care effective April 30, 2007, to pursue personal interests. Mr. Simpson
will receive severance pay equal to six months of his annual salary or $115,000 for transition
activities and his efforts and dedication to the Company.
(c). Appointment of President and Chief Operating Officer
Effective April 26, 2007, the Company appointed Dr. William R. Osgood, age 61, as President
and Chief Operating Officer. Since January 1, 2007, Dr. Osgood has served as the Company’s General
Manager of Operations pursuant to an employment agreement entered into in December 2006. The
employment agreement has been amended to reflect Dr. Osgood’s new position in the Company, and to
provide for further payments in the event Dr. Osgood is terminated as a result of actions taken by
a new Chief Executive Officer. Dr. Osgood’s salary has been increased to $290,000. All other
terms of the employment agreement remain the same.
Prior to joining the Company, Dr. Osgood worked for or was responsible to The Sorin Group,
which holds a conglomerate of companies dedicated to medical technology and product development for
treatment of cardiovascular and renal disease. Of such companies held by Sorin Group, from June
2001 to March 2006 Dr. Osgood was the Vice President/General Manager of COBE Cardiovascular, Inc.,
a $140 million division headquartered in Milan, Italy. In March 2006 Dr. Osgood was promoted to
Senior Vice President, Cardiopulmonary Business Line. Dr. Osgood holds the following degrees from
University of California, Los Angeles: BS in Engineering, MS in Control Theory, MBA and Ph.D. in
Systems Engineering.
There have been no related party transactions between Dr. Osgood and the Company. During the
last fiscal year Dr. Osgood has not been a party to any transaction or proposed transaction, to
which the Company is or was to be a party, in which Dr. Osgood would have a direct or indirect
material interest. Dr. Osgood has no family relationships with any director or executive officer of
the Company, or persons nominated or chosen by the Company to become directors or executive
officers.
(e). Contracts
Effective April 26, 2007, the Company and Mr. Matt Plavan, the Company’s Chief Financial
Officer, agreed to increase Mr. Plavan’s salary and consolidate additional duties under his
responsibilities. In addition to his current duties, Mr. Plavan will assume the duties of managing
investor relations for the Company. The Company will increase Mr. Plavan’s annual base salary to
$230,000 and issue 10,000 shares of the Company’s restricted common stock to Mr. Plavan, one-half
vesting immediately and the remainder on the first anniversary of the grant date.
On April 24, 2007, the Company and Mr. Philip H. Coelho, Chairman and Chief Executive Officer
of the Company, entered into a new three year employment agreement to further the Company’s
strategic goal for succession planning (the “Agreement”). In accordance with the Agreement, (i)
the prior employment agreement between Mr. Coelho and the Company as of June 2002 is terminated;
(ii) Mr. Coelho will remain as Chief Executive Officer of the Company until his replacement is
identified and retained, at which time he will serve as the Chief Technology Architect of the
Company; and (iii) Mr. Coelho will continue to serve as Chairman of the Board for a period of 3
years.
Mr. Coelho will be paid an annual salary of $360,000 and granted 500,000 shares of restricted
common stock, 33 1/3 vesting after the first anniversary of the grant date and the remainder,
monthly over two years. Mr. Coelho is eligible to receive stock options and bonuses based on his
performance and the attainment of objectives established by the Company; provided, however, his
bonuses shall not exceed 35% of his base salary in effect for any given year and shall be subject
to Compensation Committee oversight for meeting stated objectives. Cash bonuses will only be paid
when the Company attains positive cash flow and net income. The Agreement may be terminated prior
to the expiration of the Agreement, upon the mutual agreement of the Company and Mr. Coelho. In
addition, the Agreement provides that in the event Mr. Coelho is involuntarily terminated without
cause, Mr. Coelho will be paid the greater of 12 months of his salary or his entire salary
remaining under the term of the Agreement.
For more information, see the Agreement attached as Exhibit 10 and the Press Release attached
as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Section 9.01 Financial Statements and Exhibits
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Exhibit Description |
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10 |
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Executive Employment Agreement dated April 24, 2007 |
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99.1 |
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Press release dated April 25, 2007, titled “ThermoGenesis Announces Record
Revenues and Key Executive Changes” |