- Amended Current report filing (8-K/A)
09 Junio 2009 - 4:06PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 5, 2009
TLC Vision Corporation
(Exact name of registrant as specified in its charter)
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New Brunswick, Canada
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000-29302
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980151150
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5280 Solar Drive, Suite 100, Mississuaga, Ontario
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L4W 5M8
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code
636-534-2300
(Former name or former address, if changed since last report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
Explanatory Note:
This amendment no. 2 to the original Current Report on Form 8-K filed on April 23, 2009, as
amended by the Current Report on Form 8-K/A filed on April 24, 2009, is being filed to provide
additional disclosure regarding Item 5.02.
Item 1.01 Entry into a Material Definitive Agreement
The information required by Item 1.01 contained in Item 5.02 is incorporated by reference into
this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On June 5, 2009, TLC Vision Corporation (the Company) and James C. Wachtman, the former
Chief Executive Officer of the Company, entered into a Separation and Release Agreement (the
Agreement). The Agreement sets forth the terms and conditions of Mr. Wachtmans resignation from
the Company and the Companys Board of Directors which occurred on April 23, 2009 (the Resignation
Date) and which was previously disclosed by the Company in the Current Report on Form 8-K filed by
the Company on April 23, 2009 and the Amendment to the Current Report on Form 8-K/A filed by the
Company on April 24, 2009.
The Agreement provides that in consideration for Mr. Wachtmans agreement to release any
claims he may have against the Company and other related parties and his agreeing to be bound by
certain covenants (including without limitation, covenants not to compete with the Company or to
solicit the Companys employees, key advisors, consultants, independent contractors, clients and
customers for a period of 2 years following the Resignation Date), and subject to Mr. Wachtmans
not exercising his right to revoke the Agreement:
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Mr. Wachtman is entitled to receive severance payments in an amount equal to the sum of
(a) $913,000 in accordance with the Employment Agreement between the Company and Mr.
Wachtman, dated May 15, 2002 (the Employment Agreement) and (b) an additional severance
amount of $100,000;
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In accordance with the Employment Agreement, on the Resignation Date all of Mr.
Wachtmans outstanding stock options to purchase shares of the Companys common stock
became fully vested and are exercisable by Mr. Wachtman for their entire term. In
addition, any stock options that would have expired during a blackout period currently
imposed by the Company on Mr Wachtmans ability to exercise his stock options will be
exercisable during the 10 day period following the date the Company lifts the blackout
period;
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in accordance with the Employment Agreement and subject to his timely election of COBRA
continuation under the Employers group health and dental plans, for a period ending on the
earlier of 24 months following the Resignation Date or his becoming eligible for medical
and dental benefits from a subsequent employer, the Employer will pay to Mr. Wachtman
monthly payments in an amount equal to 100% of the premium for such COBRA coverage for the
applicable month; and
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the Company, on behalf of itself and other related parties, agreed, subject to certain
exceptions, to release any causes of action it had relating to Mr. Wachtmans employment
with, and termination from, the Company.
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The foregoing description of the Agreement is only a summary and is qualified in its entirety
by reference to the Agreement, a copy of which is attached as Exhibit 10.1 hereto and which is
incorporated by reference into this Item 5.02.
2
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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10.1
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Separation and Release Agreement, between TLC Vision Corporation
and James C. Wachtman, dated as of June 5, 2009.
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3
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.
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TLC VISION CORPORATION
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Date: June 9, 2009
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By:
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/s/ James J. Hyland
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Name:
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James J. Hyland
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Title:
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VP Investor Relations
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4
EXHIBIT INDEX
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Exhibit
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10.1
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Separation and Release Agreement, between TLC Vision Corporation
and James C. Wachtman, dated as of June 5, 2009.
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5
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