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): September 10, 2009
Anika Therapeutics, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 000-21326 04-3145961
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
32 Wiggins Avenue, Bedford, Massachusetts 01730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (781) 457-9000
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(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 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(e) On September 10, 2009, Anika Therapeutics, Inc. (the "Company") entered into
Employment Agreements (individually, the "Employment Agreement" and
collectively, the "Employment Agreements") with each of Frank J. Luppino, Chief
Operating Officer of the Company, and William J. MrachekVice President of Human
Resources of the Company (the "Senior Executives"). The Employment Agreements
clarify and amend existing employment arrangements between the Company and each
of Mr. Luppino and Mr. Mrachek. The base salary amounts represent the current
salaries approved by the Board of Directors earlier in 2009.
Mr. Luppino's Employment Agreement provides him with an initial annual base
salary of $285,000, subject to annual review by either the Board of Directors or
the Compensation Committee. In addition, Mr. Luppino is eligible to receive cash
incentive compensation, starting at 35% of his annual base salary.
Mr. Mrachek's Employment Agreement provides him with an initial annual base
salary of $219,712, subject to annual review by either the Board of Directors or
the Compensation Committee. In addition, Mr. Mrachek is eligible to receive cash
incentive compensation, starting at 30% of his annual base salary.
Mr. Luppino and Mr. Mrachek are eligible to participate in or receive benefits
under all of the Company's employee benefit plans or any future arrangements
made available by the Company to its executives.
Pursuant to the terms of the Employment Agreements, upon any termination,
whether due to death, disability, or for any reason by Mr. Luppino or Mr.
Mrachek, as the case may be, or the Company, each of Mr. Luppino and Mr. Mrachek
would be entitled to any accrued benefits, including any earned but unpaid base
salary and incentive compensation, unpaid expense reimbursements, accrued but
unused vacations, and any vested benefits under the Company's employee benefit
plans.
Subject to certain conditions, upon an involuntary termination by the Company of
Mr. Luppino's employment without "cause" (as defined in the Employment
Agreement) or a voluntary termination of employment by him for "good reason" (as
defined in the Employment Agreement), Mr. Luppino would be entitled to receive a
severance amount equal to his current base salary for the then current fiscal
year and would be eligible to continue to participate in the Company's group
health, dental and vision program for 12 months.
If Mr. Luppino's termination of employment occurs within 3 months prior to or 12
months after a "change in control" (as defined in the Employment Agreement) and
such termination is either by him for "good reason" or by the Company without
"cause," (i) Mr. Luppino would be entitled to receive, in lieu of the severance
amount described in the immediately preceding paragraph, a severance amount
equal to 1.5 times the sum of his current base salary and target annual bonus
for the then current fiscal year, (ii) all of Mr. Luppino's stock options and
stock-based awards would immediately accelerate and become fully exercisable or
nonforfeitable as of the effective date of such change in control, and (iii) Mr.
Luppino would be eligible to continue to participate in the Company's group
health, dental and vision program for 18 months, subject to certain conditions.
Under the terms of his Employment Agreement, Mr. Luppino would receive a
modified economic cutback gross-up payment in the event any payment or benefit
to him is considered an "excess parachute payment" and subject to an excise tax
under the Internal Revenue Code.
Subject to certain conditions, upon an involuntary termination by the Company of
Mr. Mrachek's employment without "cause" (as defined in the Employment
Agreement) or a voluntary termination of employment by him for "good reason" (as
defined in the Employment Agreement), Mr. Mrachek would be entitled to receive a
severance amount equal to his current base salary for the then current fiscal
year and would be eligible to continue to participate in the Company's group
health, dental and vision program for 12 months.
If Mr. Mrachek's termination of employment occurs within 3 months prior to or 12
months after a "change in control" (as defined in the Employment Agreement) and
such termination is either by him for "good reason" or by the Company without
"cause," (i) Mr. Mrachek would be entitled to receive, in lieu of the severance
amount described in the immediately preceding paragraph, a severance amount
equal to 1.5 times the sum of his current base salary and target annual bonus
for the then current fiscal year, (ii) all of Mr. Mrachek's stock options and
stock-based awards would immediately accelerate and become fully exercisable or
nonforfeitable as of the effective date of such change in control, and (iii) Mr.
Mrachek would be eligible to continue to participate in the Company's group
health, dental and vision program for 18 months, subject to certain conditions.
Under the terms of his Employment Agreement, Mr. Luppino would receive a
modified economic cutback gross-up payment in the event any payment or benefit
to him is considered an "excess parachute payment" and subject to an excise tax
under the Internal Revenue Code.
In addition, Mr. Luppino and Mr. Mrachek are subject to confidentiality,
non-disclosure, non-competition, non-solicitation, assignment, and arbitration
provisions.
The foregoing description of the Employment Agreements with each of Mr. Luppino
and Mr. Mrachek does not purport to be complete and is qualified in its entirety
by reference to the text of the Employment Agreements, which are attached as
Exhibits 10.1 and 10.2, respectively, to this Form 8-K and incorporated herein
by reference.
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, thereunto duly authorized.
ANIKA THERAPEUTICS, INC.
Dated: September 14, 2009 By: /s/ KEVIN W. QUINLAN
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Kevin W. Quinlan
Chief Financial Officer
Exhibit Index
10.1 Employment Agreement, dated as of September 10, 2009, between Anika
Therapeutics, Inc. and Frank J. Luppino.
10.2 Employment Agreement, dated as of September 10, 2009, between Anika
Therapeutics, Inc. and William J. Mrachek.