UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) December 14, 2007
ALIGN
TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or
Other Jurisdiction of
Incorporation)
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0-32259
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94-3267295
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(Commission
File Number)
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(IRS
Employer Identification No.)
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881
Martin Avenue, Santa Clara, California
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95050
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(408)
470-1000
(Registrant’s
Telephone Number, Including Area Code)
Not
applicable
(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):
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 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
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(c)
Retirement
Agreement with Eldon M. Bullington
As
previously disclosed in a Form 8-K filed by Align Technology, Inc. (“Align”) on
October 24, 2007 (the “Prior
Form 8-K”),
Eldon
M. Bullington announced his retirement as Vice President, Finance and Chief
Financial Officer, effective December 14, 2007. In connection with Mr.
Bullington’s retirement, Mr. Bullington and Align entered into a retirement
agreement dated December 14, 2007. Pursuant to the Retirement Agreement,
Align
agreed to pay Mr. Bullington his 2007 fiscal year incentive award.
A
copy of
the retirement agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by this reference.
Executive
Employment Agreement with Kenneth B. Arola
As
previously disclosed in the Prior Form 8-K, Kenneth B. Arola, 51, was appointed
as Align’s Vice President, Finance and Chief Financial Officer, effective upon
Mr. Bullington’s retirement on December 14, 2007. Mr. Arola has served as
Align’s vice president of finance and corporate controller since 2005.
Previously, he served for 14 years as Adaptec, Inc.’s vice president of finance.
There are no family relationships between Mr. Arola and any of Align’s directors
or executive officers.
On
the
date of his appointment, Mr. Arola and Align entered into an executive
employment agreement (the “Employment
Agreement”).
The
Employment Agreement provides for a base salary of $275,000 per year and
a
target bonus of 60% of his base salary. The target bonus is contingent upon
the
attainment by Mr. Arola of specified performance objectives and his being
employed by the Company at the time the bonus is paid. If, during the term
of
his employment, and not in connection with a Change of Control (as defined
in
the Employment Agreement), the Company terminates Mr. Arola’s employment without
Cause (as defined in the Employment Agreement) or Mr. Arola resigns for Good
Reason (as defined in the Employment Agreement), then (X) Mr. Arola shall
immediately vest in an additional number of shares under all outstanding
options
as if he had performed additional 12 months of service and (Y) Mr. Arola
will be
entitled to (i) the then current year’s target bonus, prorated for the number of
days Mr. Arola has been employed during the year, (ii) one year’s base salary
and (ii) the greater of the then current year’s target bonus or the actual prior
year’s bonus. In the event of a Change of Control, (i) Mr. Arola will
immediately vest in options representing an additional 12 months of service
and
(ii) if within 12 months of a Change of Control either (a) Mr. Arola’s
employment is terminated without Cause or (b) Mr. Arola resigns for Good
Reason,
Mr. Arola will immediately vest in all outstanding options and be entitled
to
(x) the then current year’s target bonus prorated for the number of days Mr.
Arola has been employed during the year, (y) one year’s base salary and (z) the
greater of the then current year’s target bonus or the actual prior year’s
bonus.
A
copy of
the Employment Agreement is attached hereto as Exhibit 10.2 and is
incorporated herein by this reference.
ITEM
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
At
a
meeting held on December 14, 2007, Align’s Board of Directors approved and
adopted an amendment to Article VII, Section 1 and Section 4 of Align’s Amended
and Restated Bylaws. In compliance with NASDAQ’s requirement that all listed
securities be eligible to participate in the Direct Registration System no
later
than January 1, 2008, the Amendment allows for the issuance, recordation
and
transfer of Align’s securities by electronic (book-entry) form rather than hold
physical stock certificates. The Amendment took effect upon adoption by the
Board.
The
foregoing description of the Amendment is qualified in its entirety by reference
to the full text of the Amendment, a copy of which is attached hereto as
Exhibit
3.1 and incorporated herein by this reference.
ITEM
9.01 Financial Statements and Exhibits
(d)
Exhibits
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Exhibit
No.
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Description
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3.1
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Amendment
to Amended and Restated Bylaws of Align Technology,
Inc.
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10.1
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Retirement
Agreement between Eldon M. Bullington and Align Technology, Inc.,
dated
December 14, 2007
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10.2`
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Executive
Employment Agreement between Kenneth B. Arola and Align Technology,
Inc.,
dated December 14, 2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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| Date: December
18, 2007 |
ALIGN
TECHNOLOGY,
INC. |
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By: |
/s/ Thomas
M.
Prescott |
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Thomas
M. Prescott |
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President
and
Chief Executive Officer |
INDEX
TO EXHIBITS
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Exhibit
No.
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Description
|
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3.1
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Amendment
to Amended and Restated Bylaws of Align Technology,
Inc.
|
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10.1
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Retirement
Agreement between Eldon M. Bullington and Align Technology, Inc.,
dated
December 14, 2007
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10.2`
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Executive
Employment Agreement between Kenneth B. Arola and Align Technology,
Inc.,
dated December 14, 2007
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