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
March 3, 2015
Date of report (Date of earliest event reported)
SurModics, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 0-23837 | 41-1356149 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 9924 West 74th Street Eden Prairie, Minnesota |
55344 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(952) 500-7000
(Registrant’s Telephone Number, Including Area Code)
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):
| ¨ | 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.
(a) On March 3, 2015, Scott R. Ward and Timothy S. Nelson resigned as members of the Board of Directors (the “Board”) of SurModics, Inc. (the “Company”), which resignations were effective immediately. Mr. Ward was serving as chair of the Board prior to his resignation. Mr. Nelson was serving as a member of each of the Organization and Compensation Committee and the Audit Committee of the Board prior to his resignation. The resignations of Messrs. Ward and Nelson followed their disagreement regarding how to optimize the working relationship between the Board and the Company’s Chief Executive Officer.
Following the resignation of Mr. Ward, the Board appointed Susan E. Knight as Board chair. The Board now consists of six members, five of whom are independent. There are also three vacancies on the Board. The Board may seek to fill one or more of these vacancies based on its determination regarding the appropriate size of the Board, its needs relative to the Company’s operations and strategy, and other factors.
A copy of the press release announcing the above changes to the Board is filed as an exhibit to this Form 8-K and incorporated herein by reference.
A copy of Mr. Ward’s resignation letter is attached hereto as Exhibit 17.1. A copy of Mr. Nelson’s resignation letter is attached hereto as Exhibit 17.2. Pursuant to the requirements of Item 5.02(a) of Form 8-K, the Company has provided both Messrs. Ward and Nelson with a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated March 6, 2015 | |
| 17.1 | Resignation letter of Scott R. Ward dated March 5, 2015 | |
| 17.2 | Resignation letter of Timothy S. Nelson dated March 5, 2015 | |
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.
| SURMODICS, INC. | ||||||
| Date: March 6, 2015 | /s/ Bryan K. Phillips | |||||
| Bryan K. Phillips | ||||||
| Sr. Vice President, General Counsel and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated March 6, 2015 | |
| 17.1 | Resignation letter of Scott R. Ward dated March 5, 2015 | |
| 17.2 | Resignation letter of Timothy S. Nelson dated March 5, 2015 | |
Exhibit 17.1
March 5, 2015
Dear Surmodics Board Members,
It is with regret that I am writing to inform you of my decision to resign my position on the Board of Directors of Surmodics, Inc., effective immediately. I recognize that it is in the best interest of shareholders that all Surmodics Board Members and Management have a collaborative relationship and are aligned regarding the strategic and operating processes for the Company. In addition, my other commitments have become too great for me to fulfill the requirements of my position as Chairman of the Board and I feel it is appropriate for the Board to choose a new Chairperson.
I am certainly grateful for the opportunity to serve Surmodics shareholders as Chairman for the past year and as a Board Member for the past four years. I wish the organization only the best for the future and regret any inconvenience this may cause.
Sincerely,
/s/ Scott R. Ward
Scott R. Ward
Exhibit 17.2
March 5, 2015
Dear Surmodics Board Members,
It is with regret that I am writing to inform you of my decision to resign my position on the Board of Directors of Surmodics, Inc., effective immediately. I recognize that it is in the best interest of shareholders that all Surmodics Board Members and Management have a collaborative relationship and are aligned regarding the strategic and operating processes for the Company.
I am certainly grateful for the opportunity to serve Surmodics shareholders as a Board Member. I wish the organization only the best for the future and regret any inconvenience this may cause.
Sincerely,
/s/ Timothy S. Nelson
Timothy S. Nelson
Exhibit 99.1
SurModics Announces New Board Chair
EDEN PRAIRIE, Minn. – March 6, 2015 – SurModics, Inc. (Nasdaq: SRDX), a leading provider of surface modification and in vitro diagnostic technologies to the healthcare industries, today announced that Susan E. Knight, a member of the board since 2008, will assume the position of board chair, effective immediately. She replaces Scott R. Ward, who has resigned, as has board member Timothy S. Nelson. As reconstituted, the board now consists of six members, five of whom are independent. There are also three vacancies on the board. The board may seek to fill one or more of these vacancies based on its determination regarding the appropriate size of the board, its needs relative to the Company’s operations and strategy, and other factors.
Said Knight, “I’m pleased to take on the role of board chair and look forward to working even more closely with the strong SurModics management team and the other board members. The company has a solid strategy in place to drive growth in our core businesses, while transforming the business through key initiatives, such as the SurModics SurVeil drug-coated balloon.”
Ward and Nelson resigned over a disagreement regarding how to optimize the working relationship between the Board and the Company’s Chief Executive Officer. “We appreciate the service of Scott and Tim and wish them well,” Knight continued.
Knight is the former senior vice president and chief financial officer of Minneapolis-based MTS Systems Corporation (Nasdaq: MTSC), a leading global supplier of test systems and industrial position sensors, a position she held from 2011 until her retirement at the end of 2014. She had been vice president and CFO at MTS since 2001. Prior to MTS, she worked in various positions at Honeywell, Inc. from 1977 to 2001, last serving as the chief financial officer of the global Home and Building Controls division. Knight also was on the board of Plato Learning, Inc. from 2006 until that public company was sold in 2010. She currently sits on the board of the Greater Metropolitan Housing Corporation, in addition to SurModics.
Said Gary Maharaj, SurModics CEO, “I’ve worked with Sue for more than four years and have found her to be a strategic business leader with deep expertise in growth-oriented international operations. She has many years of experience working for public companies and serving on public company boards. Sue will be a great leader for the board moving forward.”
SurModics, Inc. – Board of Director Changes
Page 2
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, such as, those regarding the Company’s strategies for growth and transformation are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including the factors identified under “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended September 30, 2014, and updated in our subsequent reports filed with the SEC. These reports are available in the Investors section of our website at www.surmodics.com and at the SEC website at www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.
About SurModics, Inc.
SurModics partners with the world’s leading and emerging medical device, diagnostic and life sciences companies to develop and commercialize innovative products designed to improve lives by enabling the detection and treatment of disease. Our mission is to be a trusted partner to our customers by providing the most advanced surface modification technologies and in vitro diagnostic chemical components that help enhance the well-being of patients. The company’s core offerings include surface modification coating technologies that impart lubricity, prohealing and biocompatibility characteristics and components for in vitro diagnostic test kits and microarrays. SurModics’ strategy is to build on the product and technical leadership within these fields, and expand the core offerings to generate opportunities for longer term sustained growth. SurModics is headquartered in Eden Prairie, Minnesota. For more information about the Company, visit www.surmodics.com. The content of SurModics’ website is not part of this press release or part of any filings that the Company makes with the SEC.
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CONTACT:
SurModics, Inc.
Andy LaFrence, 952-500-7000
ir@surmodics.com
Vice President of Finance and Chief Financial Officer