View:
================================================================================
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) May 6, 2005
HAEMONETICS CORPORATION
(Exact name of registrant as specified in its charter)
------------------------------------------------------------
Massachusetts 1-10730 04-2882273
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
400 Wood Road Braintree, MA 02184
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 781-848-7100
--------------------------------------------------------------------
(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):
[ ] 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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
================================================================================
Section 1 - Registrant's Business and Operations
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
At its meeting on May 2, 2005, the Compensation Committee of the
Company's Board of Directors approved bonuses for the Company's executive
officers with respect to fiscal 2005 performance, set bonus objectives for
fiscal 2006 and set base salaries for certain executive officers for fiscal
2006.
For fiscal 2005, each executive officer was eligible to receive a
potential cash bonus. These potential cash awards are established at the
beginning of the fiscal year. Employees, who are bonus eligible, including
executives, may not receive any of the potential cash awards unless the Company
reaches a certain minimum stated earnings per share result for the fiscal year.
Bonus payouts are determined by the Company's performance to specified targets
for revenue, operating income and earnings per share for the fiscal year. If the
specified targets for revenue, operating income or earnings per share for the
fiscal year are overachieved, the potential cash bonus is increased to certain
specified levels. A portion of all employees' bonus is also dependent upon their
performance to their own individual performance objectives, such as division
financial performance, business development goals and cost savings initiatives.
For all executives, 70% of their stated potential cash bonus was solely
dependent upon the achievement of the stated corporate financial performance
targets for revenue, operating income and earnings per share for the fiscal
year, and 30% was dependent upon the achievement of their individual performance
objectives. In reaching its decisions with respect to bonuses for fiscal 2005,
the Compensation Committee considered the Company's performance to its stated
financial performance targets, and the bonuses associated with such achievement,
and in some cases overachievement, were approved by the Compensation Committee
in accordance with the predetermined payout schedule approved at the beginning
of the fiscal year. In the case of the portion of the fiscal 2005 bonuses
associated with the achievement of individual goals, the Compensation Committee
approved these bonuses after considering the achievement of the individual
performance objectives.
The following table sets forth actual annual base salary and bonus
amounts for fiscal 2005 and annual salary and stated potential bonus awards for
fiscal 2006 for the executive officers who will be included as named executive
officers in the Company's proxy statement for its July 2005 annual meeting. The
annual salary and potential bonus award for Fiscal 2006 for Brad Nutter, Chief
Executive Officer, have not yet been determined by the Compensation Committee.
Name and Principal Position Fiscal Year Salary Bonus
- --------------------------------------- ----------- --------- ---------
Brad Nutter 2005 $ 500,000 $ 370,800
President and CEO
Peter Allen 2006 $ 367,700 $ 165,500
President, Donor Division 2005 $ 357,000 $ 170,200
Brian Concannon 2006 $ 369,500 $ 166,300
President, Patient Division 2005 $ 357,000 $ 170,200
Bob Ebbeling 2006 $ 301,400 $ 121,300
Vice President, Operations 2005 $ 291,200 $ 124,200
Ron Ryan 2006 $ 327,600 $ 150,100
Vice President, Chief Financial Officer 2005 $ 320,500 $ 155,600
For fiscal 2006, the Compensation Committee approved the stated
potential bonus opportunities for executive officers, with 70% of each executive
officer's bonus opportunity tied to the achievement of predetermined corporate
financial performance targets for revenue, operating income, and earnings per
share, and 30% to the achievement of predetermined individual performance
objectives.
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.
HAEMONETICS CORPORATION
--------------------------------
(Registrant)
Date May 6, 2005
/s/ Ronald J. Ryan
------------------------------
Ronald J. Ryan, Vice President
and Chief Financial Officer