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Attachment 1
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 21, 2008
ARTHROCARE
CORPORATION
_________________________________________
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
0-027422
|
94-3180312
|
|
|
(State
or other jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
7500
Rialto Blvd., Building Two, Suite 100
Austin,
TX 78735
|
|
(Address
of principal executive offices, including zip code)
|
|
(512)
391-3900
|
|
(Registrant’s
telephone number, including area code)
|
|
Not
Applicable
|
|
(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 14e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial Condition.
On
April
21, 2008, we announced our financial results for the three months ended March
31, 2008. A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference herein. Such information is furnished pursuant to
Item
2.02 of Form 8-K, shall not be deemed "filed" for purposes of Section 18 of
the
Securities Exchange Act of 1934, as amended, and is not incorporated by
reference into any filing of the Company, whether made before or after the
date
hereof, regardless of any general incorporation language in such
filing.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers, Compensatory Arrangements of Certain
Officers.
On
April
21, 2008, the Company and John T. Raffle entered into an employment agreement
(the “Employment Agreement”). Mr. Raffle will continue to serve as the
Company’s Senior Vice President, Strategic Business Units. Pursuant to the terms
of the Employment Agreement, Mr. Raffle will be paid a base salary of
$273,735 per year, which will be reviewed annually and may be increased by
agreement of the Company’s Chief Executive Officer and its Board of Directors or
Compensation Committee (the “Base Salary”). Mr. Raffle is also eligible for
an annual performance-based bonus (the “Annual Bonus”) in a case amount up to
60% of the Base Salary.
If
Mr. Raffle’s employment is terminated involuntarily without cause within 24
months after a Change of Control (as defined in the Employment Agreement),
and
subject to Mr. Raffle executing and not revoking a general release of
claims in a form acceptable to the Company, Mr. Raffle shall receive
certain severance benefits. Mr. Raffle shall receive for 24 months
following the date of such termination (the “Continuation Period”) an amount
equal to his current compensation that would otherwise have been payable during
the Continuation Period if Mr. Raffle’s service had not been terminated.
Such severance payments will be made periodically in the same amounts and at
the
same intervals as the payments of base salary were made immediately prior to
termination of employment. In addition, during the Continuation Period, the
Company shall continue to make available to Mr. Raffle and his spouse and
dependents any group health plans, life insurance plans and other benefit plans
and programs of the Company which were available to such individuals on the
date
of such termination of employment to the extent permitted by law and subject
to
the terms and conditions of the relevant plan or program.
Additionally,
the vesting and exercisability of all of Mr. Raffle’s outstanding equity
awards shall be automatically accelerated and any transfer or forfeiture
restrictions on such equity awards automatically lapse as to 100% of the
unvested shares subject thereto at the time of any Involuntary Termination
without cause occurring within 24 months after a Change of Control. If
Mr. Raffle’s employment with the Company is terminated involuntarily at any
time prior to a Change of Control or after the 24-month period following a
Change of Control, then, subject to his executing and not revoking a general
release of claims against the Company, Mr. Raffle shall be entitled to his
then current monthly compensation for a period of 12 months, payable in
accordance with the Company’s normal payroll practices. In addition, during the
12-month period the Company shall continue to make available to Mr. Raffle
and his spouse and dependents any group health plans, life insurance plans
and
other benefit plans and programs of the Company which were available to such
individuals on the date of such termination of employment to the extent
permitted by law and subject to the terms and conditions of the relevant plan
or
program.
2
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of
the
Employment Agreement, a copy of which is attached hereto as Exhibit 10.66
and is incorporated herein by reference.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
No.
|
Description
|
|
10.66
|
Employment
Agreement between ArthroCare Corporation and John T.
Raffle
|
|
99.1
|
Press
Release dated April 21, 2008
|
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
ARTHROCARE
CORPORATION
|
||
|
Date:
April 22, 2008
|
By:
|
/s/
Michael A. Baker
|
| Michael A. Baker | ||
| President and Chief Executive Officer | ||
4
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
10.66
|
Employment
Agreement between ArthroCare Corporation and John T.
Raffle
|
|
99.1
|
Press
Release dated April 21, 2008
|
5