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Attachment 1
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): February 18, 2009
ARTHROCARE
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-027422
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94-3180312
|
|
(State
or other Jurisdiction of
|
(Commission
File
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Number)
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Identification
No.)
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7500
Rialto Blvd., Building Two, Suite 100
Austin,
TX 78735
(512) 391-3900
(Address
and Telephone Number of Principal Executive Offices)
N/A
(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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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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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o
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Pre-commencement
communications pursuant to Rule 14e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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As
described in the press release attached hereto as Exhibit 99.1 and incorporated
into this Item 5.02 by reference, on February 18, 2009, ArthroCare Corporation
(the “Company”) announced that Michael A. Baker, the Company’s President and
Chief Executive Officer, was departing the Company, and the naming of David
Fitzgerald as Acting President and Chief Executive Officer. Following
Mr. Baker's departure and over the course of the day on February 18, 2009, Mr.
Baker and the Company’s Board of Directors reached agreement on the terms of the
termination of his employment agreement, which resulted in Mr. Baker formally
resigning his position as President and Chief Executive Officer of the Company
and his membership on the Company’s Board of Directors.
Mr. Baker
will receive no compensation, severance or other payments in connection with his
resignations either under his employment agreement with the Company or
otherwise. In connection with his resignation letter, which is
attached hereto as Exhibit 99.2 and incorporated into this Item 5.02 by
reference, Mr. Baker agreed that prior to February 18, 2010 he will solicit
neither the Company’s employees nor its customers and the Company agreed that
the provisions in Mr. Baker’s employment agreement that could limit his ability
to compete with the Company are not operative. The terms of Mr.
Baker’s agreement with the Company with respect to the Company’s confidential
and proprietary information will remain operative.
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Item 7.01
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Regulation
FD Disclosure.
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Please
refer to Exhibit 99.1, which is incorporated into this Item 7.01 by
reference.
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Item 9.01
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Financial
Statements and
Exhibits.
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Exhibits
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Exhibit
Number
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Title
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99.1
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Press
Release dated February 18, 2009
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99.2
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Resignation
Letter of Michael A. Baker dated February 18,
2009
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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.
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Dated: February
19, 2009
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ARTHROCARE
CORPORATION
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||
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By:
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/s/
David Fitzgerald
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David
Fitzgerald
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|||
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Acting
Chief Executive Officer
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