Clarient, Inc - Current report filing (8-K)
2008年7月19日 - 5:12AM
Edgar (US Regulatory)
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:
July 14, 2008
(Date of Earliest Event Reported)
Clarient, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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000-22677
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75-2649072
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(State or Other Jurisdiction
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification No.)
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31 Columbia, Aliso Viejo, California
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92656
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(Address of Principal Executive Offices)
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(Zip Code)
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(949) 425-5700
(Registrants Telephone Number, Including Area Code)
N/A
(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:
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers
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Brian
J. Sisko has resigned from the board of directors of Clarient, Inc. (the Company),
effective July 14, 2008. The
Companys board has appointed Stephen T. Zarrilli as a designee of Safeguard
Scientifics, Inc. (Safeguard), the Companys majority shareholder, to
fill the vacancy on the board created by Mr. Siskos resignation. Mr. Zarrilli serves as Senior Vice
President and Chief Financial Officer of Safeguard.
Mr. Zarrilli,
age 47, is also the non-executive Chairman of the Penn Valley Group, a
middle-market management advisory and private equity firm. While at Penn Valley Group, Mr. Zarrilli
also served as Acting Senior Vice President, Acting Chief Administrative
Officer and Acting Chief Financial Officer of Safeguard Scientifics, Inc.
(December 2006 to June 2007). Mr. Zarrilli
also served as the Chief Financial Officer (2001 to 2004) of Fiberlink
Communications Corporation, a provider of remote access VPN solutions for large
enterprises; as the Chief Executive Officer (2000 to 2001) of Concellera
Software, Inc., a developer of content management software; as the Chief
Executive Officer (1999 to 2000) and Chief Financial Officer (1994 to 1998) of
US Interactive, Inc., a provider of Internet strategy consulting,
marketing and technology services; and, previously, with Deloitte &
Touche. Mr. Zarrilli is a director
and Chairman of the Audit Committee of NutriSystem, Inc. (Nasdaq: NTRI).
In
addition, on July 14, 2008, the compensation committee of the Companys
board of directors (the Compensation Committee) approved an increase in the
annual base salary of Ronald Andrews, the Companys Chief Executive Officer,
from $315,000 to $400,000 effective July 15, 2008. In addition, the Compensation Committee
approved a retroactive increase in Mr. Andrews salary of $4,000 per month
for the period from April 1, 2008 through July 15, 2008. Mr. Andrews annual target bonus will
continue to be 75% of Mr. Andrews base salary (with the potential to earn
up to two times this amount based upon achievement of Company and personal
objectives). For 2008, Mr. Andrews
target bonus will be based off of an assumed base salary of $363,000. The Compensation Committee also approved an
amendment to the vesting provisions of Mr. Andrews existing stock option
grants to provide that any unvested stock options held by Mr. Andrews will
accelerate upon a change of control of the Company.
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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 hereunto duly authorized.
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Clarient, Inc.
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Date: July 18, 2008
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By:
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/s/ Raymond Land
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Name:
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Raymond Land
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Title:
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Senior Vice President and Chief Financial
Officer
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3
Clarient, Inc. (MM) (NASDAQ:CLRT)
過去 株価チャート
から 6 2024 まで 7 2024
Clarient, Inc. (MM) (NASDAQ:CLRT)
過去 株価チャート
から 7 2023 まで 7 2024