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): August 9, 2006
HARVARD BIOSCIENCE, INC.
(Exact name of registrant as specified in charter)
| Delaware | 000-31923 | 04-3306140 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
84 October Hill Road, Holliston, MA 01746
(Address of Principal Executive Offices) (Zip Code)
(508) 893-8999
(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)) |
Item 1.01 Entry Into a Material Definitive Agreement.
On August 9, 2006, the Compensation Committee of the Board of Directors of Harvard Bioscience, Inc. (the “Company”) approved salary increases for certain executive officers of the Company that are retroactive to the beginning of 2006 and adopted the Harvard Bioscience, Inc. 2006 Corporate Bonus Plan. The base salary levels established for 2006 for these executive officers are as follows:
| Name |
Title |
2006 Salary | |||
| Chane Graziano |
Chief Executive Officer | $ | 486,000 | ||
| David Green |
President | $ | 400,000 | ||
| Bryce Chicoyne |
Chief Financial Officer | $ | 200,000 | ||
| Susan M. Luscinski |
Chief Operating Officer | $ | 250,000 | ||
| Mark A. Norige |
Chief Operating Officer, Harvard Apparatus Business Unit | $ | 190,000 | ||
Subject to the sole-discretion of the Compensation Committee, the Harvard Bioscience, Inc. 2006 Corporate Bonus Plan provides for cash bonuses to be paid to certain employees of the Company, including Messrs. Graziano, Green and Chicoyne and Ms. Luscinski, if the Company achieves non-GAAP adjusted earnings per diluted share from continuing operations for the year ended December 31, 2006 in excess of a specified target non-GAAP adjusted earnings per diluted share from continuing operations. If the target non-GAAP adjusted earnings per diluted share from continuing operations is achieved, then the Company will create an aggregate bonus pool equal to one-third of its non-GAAP adjusted operating income in excess of the minimum non-GAAP operating income that the Company would have needed in order to achieve the target non-GAAP adjusted earnings per diluted share from continuing operations. The participants under the plan are then entitled to participate in this bonus pool based on the participation percentages established in the plan subject to the sole discretion of the Compensation Committee. Under the plan, the current participation percentages of the executive officers entitled to participate in the plan are approximately as follows:
| Name |
Title |
2006 Corporate Bonus Plan Participation Percentage |
|||
| Chane Graziano |
Chief Executive Officer | 43.7 | % | ||
| David Green |
President | 36.0 | % | ||
| Bryce Chicoyne |
Chief Financial Officer | 9.0 | % | ||
| Susan M. Luscinski |
Chief Operating Officer | 11.3 | % |
As the bonus plan is funded with an aggregate bonus pool, the ultimate participation percentages of these executive officers may be greater or less than the percentages set forth above depending on whether any new participants are added to the plan or any existing participants cease to be eligible under the plan. If the target non-GAAP adjusted earnings per diluted share from continuing operations is not achieved, then no bonuses will be paid under the plan unless the Compensation Committee determines otherwise. Notwithstanding the foregoing, under this bonus plan the Compensation Committee reserved the right, in its sole discretion, to reduce or increase the size of any or all bonuses otherwise payable under the plan for any reason. The foregoing summary is
qualified in its entirety by reference to the copy of the Harvard Bioscience, Inc. 2006 Corporate Bonus Plan, which is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Title | |
| 99.1 | Harvard Bioscience, Inc. 2006 Corporate Bonus Plan |
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.
| HARVARD BIOSCIENCE, INC. | ||||
| Date: August 15, 2006 | By: | /s/ Bryce Chicoyne | ||
| Bryce Chicoyne | ||||
| Chief Financial Officer | ||||