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): January 16, 2008
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, 2, 4, and 6-7 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.
Amended and Restated Employment Agreement with Terry Dauenhauer:
On January 16, 2008, the Compensation Committee of the Board of Directors
of Innovex, Inc. approved and the independent directors of such Board ratified
an amended and restated employment agreement (the "Agreement") for Terry
Dauenhauer relating to his service as Innovex's President and Chief Executive
Officer ("CEO") of the Company. As previously reported, Mr. Dauenhauer has
served as the Company's President and CEO since December 15, 2007. The following
is a description of the Agreement provided pursuant to the compensatory plan
disclosure requirements of Item 601 of Regulation S-K. The Agreement is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
Pursuant to the Agreement, Mr. Dauenhauer will receive an annual base
salary of $285,000 with salary reviews to occur at least once per year. Under
the Agreement, Mr. Dauenhauer will also be eligible for a bonus award pursuant
to a bonus plan determined by the Board. A bonus awarded may take the form of
cash or stock options. If Mr. Dauenhauer is terminated by the Company for other
than Good Cause or by Mr. Dauenhauer with Good Reason, the Company will continue
to pay his base salary and the employer share of group health and dental
premiums for 12 months from the termination date. The Agreement also provides
Mr. Dauenhauer compensation following a Company change in control. This
compensation includes a continuation of his base salary for 18 months, payment
of the employer share of his group health and dental premiums for up to 18
months and immediate 100% vesting of any unvested stock options. In addition, if
Mr. Dauenhauer's employment is terminated without Good Cause by the Company or
by Mr. Dauenhauer with Good Reason, the Company will provide relocation expenses
back to the United States not to exceed $50,000.
Amendment to William Murnane employment agreement:
On January 16, 2008, the Company entered into an Amendment No. 1 to its
employment agreement (the "Amendment") with William Murnane, Innovex's Chairman
and former President and Chief Executive Officer. Under the Amendment, Mr.
Murnane's employment will end one year from January 16, 2008 unless either he or
the Company terminates his employment sooner. During this time, he will continue
to assist the Company in the transition of its corporate office to Thailand.
There will be no change in Mr. Murnane's annual base compensation.
Under the Amendment, if Mr. Murnane's employment is terminated by the
Company or by Mr. Murnane for any reason other than Good Cause, the Company will
continue to pay his base salary and the employer share of group health and
dental premiums for 365 days from the termination date, provided the 365 day
period will be reduced by one day for each day after the date of the Amendment
that Mr. Murnane continues as an employee of the Company(the "Continuation
Period"). Additionally, if, following a Change in Control, Mr. Murnane's
employment is terminated without Good Cause or he resigns for Good Reason, he
will receive immediate 100% vesting of any unvested stock options, in addition
to the salary continuation and employer share of insurance premiums described
above. If Mr. Murnane's termination is for Good Cause, his base salary and
benefits will be paid only through his termination date. If there is a Change in
Control, in addition to the payments noted above during the Continuation Period,
Mr. Murnane will receive his base salary for an additional six months after the
Continuation Period and the continuation of the payment of the employer share of
Employee's group health and dental premiums for an additional six months after
the Continuation Period. Capitalized terms not otherwise defined in this Current
Report on Form 8-K have the meaning ascribed to them in the Amendment, a copy of
which is attached hereto as Exhibit 10.2.
Agreement for William Murnane to serve as chairman:
On January 16, 2008, the Company entered into an Agreement with William
Murnane to serve as Chairman of the Board of Innovex for a period of six months
or until his earlier death or removal. Mr. Murnane will receive $10,000 per
month for his service as Chairman of the Board. As additional consideration for
his services as Chairman of the Board, the Company will transfer title of the
Company vehicle utilized by Mr. Murnane in his service to the Company prior to
the date of this agreement, a copy of which is attached hereto as Exhibit 10.3.
ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As a result of the Company's plan to move its corporate headquarters to
Thailand, on January 16, 2008, the board of directors resolved to amend Article
IV of its Bylaws to remove the requirement that its principal office be located
in Minneapolis, Minnesota and to allow the registered office of the corporation
to be as stated in its articles of incorporation, the most recent amendment to
its articles of incorporation or the most recent filing with the State of
Minnesota. A copy of the amended bylaws are attached as Exhibit 3.1.
ITEM 8.01 Other Events
On January 16, 2008, the board of directors resolved to terminate the
Company's Employee Stock Purchase Plan effective for the phase beginning April
1, 2008. The reduction in the Company's U.S. employee base as it moved its
operations to Thailand resulted in a reduction in the number of plan
participants to a level that was no longer cost effective to administer.
ITEM 9.01 Financial Statements And Exhibits.
Exhibit No. Description
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3.1 Amended and Restated Bylaws of Innovex, Inc.
10.1 Amended and Restated Employment Agreement by and between Innovex,
Inc. and Terry Dauenhauer dated January 16, 2008
10.2 Amendment No. 1 to Employment Agreement by and between Innovex,
Inc. and William Murnane dated January 16, 2008
10.3 Agreement by and between Innovex, Inc. and William Murnane dated
January 16, 2008
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: January 21, 2008