8-K 1 d8k.htm FORM 8-K Form 8-K

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) March 9, 2006

 


REGENERATION TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   0-31271   59-3466543

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

11621 Research Circle, Alachua, Florida   32615
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

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:

 

¨ 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))

 



Item 1.01 Entry into a Material Definitive Agreement.

2006 Bonus Plan. On March 7, 2006, the Compensation Committee of the Board of Directors of Regeneration Technologies, Inc. (the “Company”) approved a bonus plan (the “2006 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2006 calendar year. The 2006 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria for all participants in the plan are net income and operating cash flow, each weighted equally. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.

The table below sets forth the target bonus amounts under the 2006 Bonus Plan for each of the Company’s executive officers:

 

Name

  

Position

   2006 Target Bonus

Brian K. Hutchison

   Chairman, President and Chief Executive Officer    $ 250,000

Roger W. Rose

   Executive Vice President    $ 120,000

Thomas F. Rose

   Vice President, Chief Financial Officer and Secretary    $ 100,000

Caroline Hartill

   Vice President of Quality Assurance and Regulatory Affairs    $ 90,000

Jeffrey Schumm

   Vice President and General Counsel    $ 60,000

William Melendez

   Vice President of Research and Development    $ 60,000

Joseph W. Condon

   Vice President of Operations    $ 90,000

Tara L. Zerby

   Vice President, Xenograft Technologies    $ 90,000

Restricted Stock Awards. On March 7, 2006, the Compensation Committee approved awards of restricted stock to certain executive officers of the Company pursuant to the 2004 Equity Incentive Plan (the “Plan”). The restricted stock will vest in three equal annual installments

 

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beginning on the first anniversary of the date of grant, subject to accelerated vesting upon termination of employment due to death or disability or upon the occurrence of an “exchange transaction” (as defined in the Plan) or if the executive’s employment or other service is terminated by the Company without cause during the three months preceding the occurrence of the “exchange transaction.”

The table below sets forth the number of shares of restricted stock awarded to each of the Company’s executive officers:

 

Name

  

Position

   Number of Shares

Brian K. Hutchison

   Chairman, President and Chief Executive Officer    10,000

Roger W. Rose

   Executive Vice President    5,000

Thomas F. Rose

   Vice President, Chief Financial Officer and Secretary    5,000

Caroline Hartill

   Vice President of Quality Assurance and Regulatory Affairs    5,000

Jeffrey Schumm

   Vice President and General Counsel    5,000

William Melendez

   Vice President of Research and Development    5,000

Joseph W. Condon

   Vice President of Operations    5,000

Tara L. Zerby

   Vice President, Xenograft Technologies    5,000

 

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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.

 

  REGENERATION TECHNOLOGIES, INC.
Date: March 9, 2006   By:  

/s/ Thomas F. Rose

  Name:   Thomas F. Rose
  Title:   Vice President, Chief Financial Officer and Secretary

 

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