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): February 15, 2006
Innovex, Inc.
-----------------------------------
(Exact name of Registrant as Specified in its Charter)
Minnesota
-----------------------------------
(State Or Other Jurisdiction Of Incorporation)
000-13143 41-1223933
-------------------------------- -------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
5540 Pioneer Creek Drive
Maple Plain, MN 55359
-------------------------------- -------------------------------------
(Address Of Principal Executive Offices) (Zip Code)
(763) 479-5300
-----------------------------------
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. below):
|_| 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))
Items under Sections 2-4 through 6-8 are not applicable and therefore omitted.
ITEM 1.01 Entry into a Material Definitive Agreement.
Director Compensation
On February 16, 2006, Innovex, Inc. (the "Company") approved the payment of a
monthly retainer of $1,000 in addition to the current amounts paid to directors.
The monthly retainer was recommended by the Compensation Committee of the Board
of Directors of the Company and approved by the Board of Directors.
Employment Agreement with Executive Officers
Effective February 16, 2006, Innovex, Inc. (the "Company") entered into an
employment agreement with Keith Foerster, the Company's Senior Vice President,
Development and Sales. Effective February 16, 2006, the Company entered into a
similar employment agreement with Terry Dauenhauer, the Company's Senior Vice
President and Chief Operating Officer. The employment agreements, a form of
which is attached hereto as Exhibit 10.1 (the "Agreement"), were approved by the
Compensation Committee of the Board of Directors and the Board of Directors of
the Company. Below is a description of the Agreement, which is qualified in its
entirety by the Agreement itself. The only difference in the Agreement between
the Company and each executive is the effective date of the employment agreement
and annual base salary. The Agreement sets Mr. Foerster's annual base salary at
$200,000 per year and Mr. Dauenhauer's annual base salary at $224,000 per year,
with such base salaries payable on a semi-monthly basis. In this Current Report
on Form 8-K, Mr. Foerster and Mr. Dauenhauer will be referred to as the
"Executive."
In addition to the base salary referred to above, the Agreement provides
that the Executive will be eligible for a bonus award pursuant to a bonus plan
determined by the Board and subject to the terms of the applicable bonus plan.
Any bonus awarded may take the form of cash or stock options, or a combination
thereof, and must be paid within the two and a half months following the end of
the fiscal year. All bonus awards are subject to the Executive's continued
employment with the Company through the last day of the fiscal year upon which
the bonus is based, except where the Executive's employment is terminated by the
Company for good cause or by the Executive for good reason, as such terms are
defined in the Agreement. The Company will also reimburse or advance the
Executive his ordinary business expenses and provide the Executive with an
annual vehicle allowance. The Executive is also eligible for such other employee
benefits as are applicable to other employees of the Company. The Executive
reports to the Company's Chief Executive Officer.
The Executive may resign upon 30 days advance written notice to the
Company's Chief Executive Officer. During the 30 day notice period, the
Executive agrees to provide reasonable assistance in hiring and training his
replacement, as requested by the Company. If the Executive terminates his
employment for good reason or if the Company terminates the Executive's
employment for other than good cause and such termination is not related to a
change in control, the Executive will continue to be paid his regular salary and
employee benefits for 12 months after the date of termination of employment. If
the Executive's employment is terminated without good cause or the Executive
resigns for good reason within 12 months following a change of control, as such
term is defined in the Agreement, the Executive will receive continuation of his
base salary for 12 months, payment of the employer share of his group health and
dental premiums for up to 12 months and immediate 100% vesting of any unvested
stock options. The change of control benefits are contingent upon the Executive
not resigning within 90 days following a change of control. If the Executive or
the Company would be subject to excise tax or would be disallowed certain tax
deductions, the Company will reduce or eliminate the change in control payments
to that neither the Executive or the Employee is subject to such excise tax or
disallowance of certain tax deductions.
If the Executive's employment is terminated by reason of the Executive's
disability, as that term is defined in the Agreement, the Executive will receive
those benefits available to him under disability plans sponsored by the Company,
except that if the Executive is covered under a group short-term disability
plan, the Company will continue to pay the Executive 40% of his base salary for
the duration of the short-term disability period and if the Executive is covered
by a long-term disability plan, the Company will not make any additional
payments to the Executive. If the Executive's employment terminates by reason of
his death, the Executive's estate will be entitled to the biweekly installment
of his base salary otherwise due and payable at the end of the biweekly period
in which the Executive dies.
All severance, change of control or other salary continuation benefits will
be reduced by other benefits payable to the Executive by the Company and any
unemployment benefits received by the Executive and will be subject to the
Executive entering into a standard release agreement in favor of the Company and
subject to the Executive's compliance with his obligations as to the Company's
confidential information, assignment of inventions, non-competition,
non-solicitation and non-interference.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 16, 2006, the Governance Committee of the Board of Directors of the
Company recommended and the Board of Directors approved the appointment of
Kenneth Roering to the Board of Directors. Mr. Roering was also appointed to
serve on the Audit Committee and Compensation Committee of the Board of
Directors of the Company. On February 21, 2006, the Company issued a press
release regarding the appointment of Mr. Roering, attached hereto as Exhibit
99.1.
Additionally, on February 15, 2006, Townsend H. Porter, Jr. resigned from the
Board of Directors of the Company for reasons unrelated to a disagreement over
the Company's operations, policies or practices.
ITEM 9.01 Financial Statements And Exhibits.
Exhibit No. Description
----------- -------------------------------------------------------------
10.1 Form of Employment Agreement effective February 16, 2006
between Innovex, Inc. and certain executive officers **
99.1 Press Release issued February 21, 2006
** Compensatory plan, contract or arrangement.
SIGNATURE
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.
INNOVEX, INC.
By: /s/ Thomas Paulson
----------------------------------
Thomas Paulson
Senior Vice President
and Chief Financial Officer
Date: February 20, 2006