- Current report filing (8-K)
2009年3月5日 - 6:53AM
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:
February 26, 2009
(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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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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On February 24, 2009,
the compensation committee of the board of directors of Clarient, Inc.
(the Company) agreed to amend certain terms of the Employment Agreement of Dr. Michael
J. Pellini, the Companys President and Chief Operating Officer, dated April 24,
2008. The Amended and Restated
Employment Agreement (the Restated Agreement) was consummated on February 26,
2009 and became effective as of March 1, 2009. Under the terms of
the Restated Agreement, Dr. Pellinis base salary increased from $283,250
to $325,000, Dr. Pellinis annual target bonus increased from 60% to 65%
of his annual base salary (with the potential to earn up to two times such
amount based upon the achievement of Company and personal objectives),
pro-rated for purposes of calculating his 2009 annual bonus, Dr. Pellini
received 350,000 stock options under the Companys standard vesting terms (and
also provides for immediate vesting upon change of control), and Dr. Pellini
received a loss on sale provision for his home in Pennsylvania of up to
$150,000. Such amount is required to be
repaid in full if Dr. Pellini should voluntarily cease employment with the
Company before February 24, 2010, and will thereafter be pro-rated monthly
to zero through February 24, 2012.
2
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: March 4, 2009
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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
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