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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)
June 8, 2006
Cholestech Corporation
(Exact name of registrant as specified in its charter)
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California
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000-20198
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94-3065493 |
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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.) |
3347 Investment Boulevard
Hayward, California 94545
(Address of principal executive offices, including zip code)
(510) 732-7200
(Registrants telephone number, including area code)
(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))
Section 1 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 8, 2006, the Compensation Committee (the Committee) of the Board of Directors (the
Board) of Cholestech Corporation (Cholestech) approved the payment of cash bonuses to
Cholestechs executive officers based on the achievement of performance goals set forth in
Cholestechs Management Incentive Bonus Plan for fiscal year 2006, which was previously approved by
the Committee. The bonus amounts to be paid to the individual executive officers were determined
based on two financial performance objectives for Cholestech (earnings per share and sales revenue)
and specific individual based performance targets. The specific bonus amounts to be paid to
Cholestechs executive officers for fiscal year 2006 are as follows:
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Executive Officer |
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Title |
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Bonus Amount |
Warren E. Pinckert II
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President, Chief Executive Officer and Director
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$ |
227,550 |
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John F. Glenn
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Vice President of Finance, Chief Financial
Officer and Secretary
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$ |
119,850 |
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Barbara McAleer
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Vice President of Quality and Regulatory
Affairs
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$ |
98,719 |
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Kenneth F. Miller
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Vice President of Sales and Marketing
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$ |
146,484 |
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Terry L. Wassmann
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Vice President of Human Resources
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$ |
86,873 |
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Donald P. Wood
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Vice President of Operations
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$ |
138,900 |
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Gregory Bennett
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Vice President of Research and Development
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$ |
55,768 |
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In addition, on June 8, 2006, the Committee approved the terms of the 2007 Management
Incentive Bonus Plan (the 2007 Plan). The 2007 Plan applies to certain executive officers and key
employees of Cholestech and sets forth certain financial performance objectives for Cholestech in
fiscal year 2007 and variable bonus payments to participating executive officers and key employees
for achievement of individual based performance targets.
The funding of the 2007 Plan is dependent on Cholestechs achievement of two financial
performance objectives: earnings per share (which is weighted 70%) and sales revenues (which is
weighted 30%). The bonus payout calculation is based on certain percentage achievements of such
objectives by Cholestech weighted by certain percentage allocations for achievement of the
respective earnings per share and sales revenues objectives. The maximum aggregate amount payable
under the 2007 Plan is approximately $2.1 million.
Individual payouts under the 2007 Plan for executive officers are based on the achievement of
specific individual based performance targets. Under the terms of the 2007 Plan, the Committee
approved defined performance measures for each of the executive officers named above.
The bonus payout under the 2007 Plan will be calculated at the end of fiscal year 2007 and
paid out in approximately June 2007 based on payroll cycles. Moreover, each of the executive
officers named above must remain employed through the end of the fiscal year in order to be
eligible for any bonus for the fiscal year.
The 2007 Plan is effective for fiscal year 2007 and may be changed and modified at the
discretion of the Committee and Board.