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
May 14, 2018
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On May 14, 2018, Andrew D. C. LaFrence, Vice President and Finance and Information Systems, and Chief Financial Officer of Surmodics, Inc. (the “Company”) resigned from his positions with the Company, effective May 25, 2018. Mr. LaFrence’s resignation is not the result of any disagreement with the Company on any matter relating to its operations, policies or practices.
(c) On May 16, 2018, the Company’s Board of Directors (the “Board”) appointed Timothy J. Arens as the Company’s interim Vice President, Finance, and Chief Financial Officer, and principal financial officer, effective upon Mr. LaFrence’s resignation. During this interim period, Mr. Arens, 50, will continue to serve as the Company’s Vice President, Corporate Development and Strategy, a role in which he has served since February 2013. Previously, from August 2011 to February 2013, Mr. Arens has served as the Company’s Vice President of Finance and interim Chief Financial Officer. From October 2010 to August 2011, Mr. Arens served as the Company’s General Manager, In Vitro Diagnostics. Mr. Arens joined the Company in February 2007 as Director, Business Development, and served in finance roles of increasing responsibility, including as Senior Director of Financial Planning and Analysis. Mr. Arens holds a Bachelor of Science in Finance from the University of Wisconsin-Eau Claire, and a Masters of Business Administration from the Carlson School of Management at the University of Minnesota.
Also on May 16, 2018, the Board appointed John D. Manders, 37, as the Company’s Corporate Controller, and principal accounting officer, effective upon Mr. LaFrence’s resignation. Mr. Manders joined the Company in 2017 as Director and Corporate Controller. Prior to joining the Company, since 2004, Mr. Manders served with the accounting firm Deloitte & Touche LLP, most recently as an Audit Senior Manager. Mr. Manders received a Bachelor of Business Administration in Accounting and Finance from the University of Wisconsin-Eau Claire.
There were no arrangements or understandings between Mr. Arens or Mr. Manders and any other persons pursuant to which either of them was selected or nominated as an officer of the Company. Neither Mr. Arens nor Mr. Manders have a family relationship with any director or executive officer of the Company. There are no transactions or proposed transactions between the Company and either Mr. Arens or Mr. Manders that would require disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 16, 2018, the Company issued a press release announcing Mr. Aren’s appointment and Mr. LaFrence’s resignation. The text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated May 16, 2018. | |
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: May 16, 2018 | /s/ Bryan K. Phillips | |
| Bryan K. Phillips | ||
| Sr. Vice President, Legal and Human Resources, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release dated May 16, 2018. | |
Exhibit 99.1
Surmodics Announces Leadership Change and
Appointment of Interim CFO
EDEN PRAIRIE, Minn.—(BUSINESS WIRE)—May 16, 2018—Surmodics, Inc. (NASDAQ: SRDX), a leading provider of medical device and in vitro diagnostic technologies to the healthcare industry, announced today Andrew LaFrence will resign as Chief Financial Officer (CFO) effective May 25, 2018. Following LaFrence’s departure, Timothy J. Arens, Vice President of Corporate Development and Strategy, will serve as interim CFO. LaFrence has agreed to assist in the orderly transition of his CFO responsibilities. His departure is not related to any disagreement with the company’s accounting principles or practices or financial statement disclosures.
“We greatly appreciate the contributions Andy has made during his tenure at Surmodics and wish him the best in his future endeavors,” said Gary Maharaj, President and Chief Executive Officer of Surmodics. “We are pleased to have a strong and deep finance team at Surmodics, including a smooth transition plan with Tim stepping up in the capacity of interim CFO. Tim’s experience in various leadership roles at Surmodics, including previous interim CFO, will provide strong leadership for the team as we continue focusing on growth and ongoing improvements in financial and operational performance.”
“It has been a privilege to work with such an incredible team at Surmodics,” said LaFrence. “I am leaving for a new endeavor that fulfills a personal life-mission.”
Arens has served in his current role since February 2013. He joined Surmodics in February 2007 as Director, Business Development, was named Senior Director and General Manager of the in vitro diagnostics business unit in October 2010 and promoted to Vice President of Finance and interim CFO in August 2011.
About Surmodics, Inc.
Surmodics is the global leader in surface modification technologies for intravascular medical devices and a leading provider of chemical components for in vitro diagnostic (IVD) immunoassay tests and microarrays. Surmodics is pursuing highly differentiated whole-product solutions that are designed to address unmet clinical needs for its medical device customers and engineered to the most demanding requirements. This key growth strategy leverages the combination of the Company’s expertise in proprietary surface technologies, along with enhanced device design, development and manufacturing capabilities. The Company mission remains to improve the detection and treatment of disease. Surmodics is headquartered in Eden Prairie, Minnesota. For more information, 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.
Safe Harbor for Forward-Looking Statements
This press release contains forward-looking statements. Statements that are not historical or current facts 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, 2017, 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.
Surmodics, Inc.
Tim Arens, 952-500-7000
ir@surmodics.com