Unassociated Document
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 17,
2010
Colfax Corporation
(Exact name of registrant as specified
in its charter)
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Delaware
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001-34045
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54-1887631
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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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8730 Stony Point Parkway, Suite
150
Richmond, VA 23235
(Address of Principal Executive Offices)
(Zip Code)
(804)
560-4070
(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:
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.
On August
17, 2010, Thomas M. O’Brien, Senior Vice President, General Counsel and
Secretary of Colfax Corporation (the “Company”), announced that he plans to
retire from the Company effective October 16, 2010 and will resign from his
position as Senior Vice President, General Counsel and Secretary effective
September 26, 2010.
In
connection with Mr. O’Brien’s retirement, the Company and Mr. O’Brien have
agreed to enter into a Consulting Agreement (the “Consulting
Agreement”). The Consulting Agreement is to provide that Mr. O’Brien
will be engaged as a consultant to the Company following his retirement and will
be paid $250 per hour for his consulting services for a minimum of 30 hours per
month during the two year term of the agreement. In addition, on
October 16, 2010, vesting will accelerate in full for 11,201 stock options
granted to Mr. O’Brien on March 13, 2009 that would have otherwise vested on
March 13, 2011. The term for exercise of these accelerated stock
options, as well as 9,260 vested stock options granted in 2008 and 11,201 vested
stock options granted in 2009, will be amended so that they will remain
exercisable until October 16, 2012. In addition, 14,980 shares of the Company’s
common stock granted to Mr. O’Brien on May 7, 2008 that remain subject to
delayed delivery will be delivered in full to Mr. O’Brien on October 16,
2010. Mr. O’Brien will be entitled to certain additional payments
after his retirement pursuant to the terms of his Executive Employment Agreement
dated April 22, 2008, as amended effective as of January 1, 2010.
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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Colfax
Corporation
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Date: August 23, 2010
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By:
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/s/ CLAY H. KIEFABER
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Name:
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Clay H.
Kiefaber
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Title:
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President and Chief Executive
Officer
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