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): November 25, 2008
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.)
3033 Campus Drive, Suite E180
Plymouth, MN 55441
---------------------------------------- ------------------------------------
(Address Of Principal Executive Offices) (Zip Code)
(763) 383-4000
-----------------------------------
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 through 4 and 6 through 8 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 November 25, 2008, the Compensation Committee of the Board of Directors of
Innovex, Inc. (the "Company") approved certain actions relating to outstanding
option granted under the Company's 1994 Stock Option Plan, as amended (the
"Option Plan") as described below.
The Option Plan provides that no optionee may be granted in any fiscal year one
or more options to purchase an aggregate total of more than 100,000 shares of
the Company's common stock. In fiscal year 2008, two options were issued in
excess of this limit: an option to Terry M. Dauenhauer, the Company's Chief
Executive Officer, to purchase 250,000 shares of the Company's common stock
granted on April 16, 2008, and an option to Randy L. Acres, the Company's Chief
Financial Officer, to purchase 125,000 shares of the Company's common stock
granted on March 17, 2008.
In order to rectify the inadvertent issuance of options in excess of the limit
of the Option Plan, the Compensation Committee approved the cancellation of the
April 2008 option to Mr. Dauenhauer and the cancellation of 25,000 shares
underlying the March 2008 option to Mr. Acres, representing the portion of such
option that would otherwise vest on March 17, 2013. The Compensation Committee
also amended the vesting of the March 2008 option to Mr. Acres such that the
option for 100,000 shares vests as to one-fourth of the underlying shares on
March 17, 2009, 2010, 2011 and 2012. The Compensation Committee granted Mr.
Acres an option to purchase 25,000 shares on October 25, 2008 in anticipation of
the partial cancellation and amendments to the March 2008 option described
above.
In consideration of the agreement of Mr. Dauenhauer to cancel the April 2008
option, on November 25, 2008 the Compensation Committee granted Mr. Dauenhauer
an option to purchase 250,000 shares of the Company's common stock outside of
the Option Plan. This option was structured to have substantially the same terms
as the cancelled April 2008 option, including an exercise price of $0.365 per
share and vesting with respect to one-third of the option shares on April 16,
2009, 2010 and 2011. The exercise price of $0.365 per share is in excess of the
closing price of the Company's common stock on November 25, 2008. The
Compensation Committee also approved a grant to Mr. Dauenhauer of an option to
purchase 25,000 shares of the Company's common stock with respect to the
Company's fiscal year 2009. This option is addition to the option to purchase
100,000 shares of the Company's common stock granted to Mr. Dauenhauer on
October 23, 2008 and is designed to provide a further long-term equity incentive
consistent with the Compensation Committee's initial consideration of options
for Mr. Dauenhauer with respect to fiscal year 2009. The option to purchase
25,000 shares was also granted outside of the Option Plan, but with
substantially the same terms as the October 23, 2008 option, including an
exercise price of $0.165 per share and vesting with respect to one-third of the
underlying shares on October 23, 2009, 2010 and 2011. The exercise price of
$0.165 per share is in excess of the closing price of the Company's common stock
on November 25, 2008.
ITEM 9.01 Financial Statements And Exhibits.
Exhibit No. Description
----------- -----------------------------------------------------------------
10.1 Stock Option Agreement by and between Innovex, Inc. and Terry
Dauenhauer dated November 25, 2008
10.2 Stock Option Agreement by and between Innovex, Inc. and Terry
Dauenhauer dated November 25, 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/ Terry M. Dauenhauer
-----------------------
Terry M. Dauenhauer
Chief Executive Officer
Date: December 1, 2008