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): October 23, 2007
Innovex, Inc.
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(Exact name of Registrant as Specified in its Charter)
Minnesota
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(State Or Other Jurisdiction Of Incorporation)
000-13143 41-1223933
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(Commission File Number) (I.R.S. Employer Identification No.)
3033 Campus Drive, Suite E180
Plymouth, MN 55441
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(Address Of Principal Executive Offices) (Zip Code)
(763) 383-4000
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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 1-4 through 6-9 are not applicable and therefore omitted.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 23, 2007, the Governance Committee of the Board of Directors of
Innovex, Inc. (the "Company") recommended and the Board of Directors approved
the appointment of Terry Dauenhauer to the Board of Directors. Mr. Dauenhauer
accepted the appointment on October 23, 2007. Mr. Dauenhauer, currently the
Company's Senior Vice President and Chief Operating Officer, is expected to be
appointed to the role of President and Chief Executive Officer on or about
December 15, 2007 as part of the Company's plan to relocate its corporate
offices to Thailand.
On October 23, 2007, the Compensation Committee of the Board of Directors
of the Company adopted and the independent directors of the Board of Directors
ratified, the FY 2008 Innovex Inc. Bonus Plan ("the Bonus Plan"). Executive
officers and other employees of the Company participate in the Bonus Plan. Of
those officers identified as the Company's "named executive officers" in it
proxy statement for the Company's 2007 Annual Meeting, the following executive
officers are employed by the Company and will participate in the bonus plan if
they remain employed by the Company at the end of the fiscal year: William P,
Murnane, President and Chief Executive Officer; Terry M. Dauenhauer, Senior Vice
President and Chief Operating Officer; E. Thomas Atchison, Vice President &
Managing Director, Innovex Thailand; and Keith Foerster, Senior Vice president,
Development and Sales. In this Form 8-K, these persons are referred to as the
"executive officers."
The Bonus Plan has two components, corporate objectives and individual
objectives. The 2008 corporate objectives are performance targets related to
three measures: (1) increasing revenue excluding pass-through materials weighted
at 30% of the total bonus, (2) increasing operating profit weighted at 35% of
the total bonus, and (3) earnings before interest, taxes, depreciation,
amortization and restructuring weighted at 35% of the total bonus. The
Compensation Committee established minimum, target and maximum levels of
achievement for each performance measure. Under the corporate objectives
component of the Bonus Plan, participants will receive cash bonuses on a pro
rata basis from zero to the target bonus if performance under the objectives is
between or equal to the minimum and target objectives and pro rata from the
target bonus to the maximum bonus if performance under the objectives is between
or equal to the target and the maximum objectives. As a result, a participant
will receive a bonus in an amount to be calculated in accordance with the terms
of the Bonus Plan with the exact amount dependent on the actual performance
results achieved and the position of such participant with the Company. In the
case of the Chief Executive Officer, the minimum, target and maximum aggregate
bonus under the Bonus Plan, including all components, would be zero, 60% and
120%, respectively, of the officer's base salary at the end of the fiscal year.
The minimum, target and maximum aggregate bonus for the Senior Vice President
and Chief Operating Officer and Senior Vice President, Development and Sales are
zero, 40% and 80%, respectively, of their base salaries at the end of the fiscal
year. The minimum, target and maximum bonus for the Vice President and Managing
Director, Innovex Thailand are zero, 35% and 70%, respectively, of the officer's
base salary at the end of the fiscal year.
On October 23, 2007, the Compensation Committee of the Board of Directors
of Innovex, Inc. ("the Company") approved and the independent directors of such
Board ratified, the salary levels of the Company's executive officers effective
January 1, 2008. Terry Dauenhauer, currently the Company's Senior Vice President
and Chief Operating Officer, salary will increase to $285,000. Salary levels for
all other executive officers will remain unchanged at $360,000 for William
Murnane, $215,000 for Keith Foerster and $209,000 for E. Thomas Atchison.
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/ Douglas W. Keller
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Douglas W. Keller
Vice President, Finance
Date: October 29, 2007