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): March 2, 2007
Gen-Probe Incorporated
(Exact Name of Registrant as Specified in Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-31279
(Commission
File Number)
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33-0044608
(I.R.S. Employer
Identification No.) |
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10210 Genetic Center Drive
San Diego, CA
(Address of Principal Executive Offices)
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92121
(Zip Code) |
(858) 410-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K 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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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Section 5 — Corporate Governance and Management
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers |
Executive 2006 Bonus Payments and 2007 Salaries
On March 5, 2007, the Compensation Committee of the Board of Directors of Gen-Probe Incorporated
(the “Company”) approved the payment of bonuses to the Company’s executive officers based on 2006
performance and approved the executive officers’ annual base salaries for 2007, effective as of
January 1, 2007. The table below sets forth the 2006 bonuses and the 2007 annual base salaries for
the Company’s named executive officers:
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Position |
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2006 Bonus |
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2007 Base Salary |
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Henry L. Nordhoff |
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Chairman, President, and Chief Executive Officer |
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$ |
470,000 |
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$ |
675,000 |
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Daniel L. Kacian, |
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Ph.D., M.D. |
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Executive Vice President and Chief Scientist |
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$ |
110,000 |
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$ |
384,780 |
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Niall M. Conway |
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Executive Vice President, Operations |
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$ |
65,000 |
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$ |
334,000 |
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R. William Bowen |
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VP, General Counsel, and Secretary |
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$ |
87,000 |
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$ |
336,020 |
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Herm Rosenman |
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VP, Finance and Chief Financial Officer |
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$ |
83,000 |
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$ |
330,750 |
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Pursuant to and in accordance with the 2006 Gen-Probe Employee Bonus Plan, the Compensation
Committee determined each executive officer’s bonus by an assessment of the Company’s performance
against net income and total revenue goals for 2006 and an assessment of the executive officer’s
sustained performance against individual goals. Each executive’s 2007 salary was determined based
upon an assessment of peer group compensation as well as the executive’s overall performance,
experience, commitment to corporate core values and potential for advancement.
The Gen-Probe Incorporated 2007 Executive Bonus Plan
The Gen-Probe Incorporated 2007 Executive Bonus Plan (“Executive Bonus Plan”) was adopted on
February 8, 2007, subject to approval by the Company’s stockholders at the 2007 annual meeting of
stockholders. The Executive Bonus Plan is intended to permit the payment of awards that qualify as
performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as
amended.
On March 5, 2007, the Compensation Committee determined that the Chief Executive Officer (“CEO”)
and the Chief Operating Officer (“COO”) of the Company would participate in the Executive Bonus
Plan for calendar year 2007. The Committee established the 2007 target bonus for the CEO at an
amount equal to 75% of the CEO’s annual base salary as of December 31, 2007, and established the
2007 target bonus for the COO at an amount equal to 50% of the COO’s annual base salary as of
December 31, 2007.
On March 5, 2007, the Compensation Committee also established the performance goals under the
Executive Bonus Plan for the calendar year 2007 performance period. Bonus amounts will be based
upon two performance objectives: (1) attainment of an adjusted earnings per share target (the “EPS
Target”) and (2) attainment of a revenue growth target (the “Revenue Target”), each weighted in
accordance with a pre-determined performance matrix. For any bonus to be payable under the plan,
adjusted EPS must be greater than a threshold adjusted EPS. Adjusted earnings per share means the
Company’s per share net earnings for 2007, adjusted to remove the effects of certain specified
events or items.
The bonus (if any) payable will be an amount determined by multiplying the participant’s target
bonus amount by the target bonus multiplier determined in accordance with the pre-determined
performance matrix. A participant may receive between 0% and 150% of his or her target bonus
amount. The target bonus multiplier will be 100% if the Company achieves (and does not exceed) the EPS Target and the
Revenue Target.
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In addition, the Compensation Committee retains discretion to reduce or eliminate (but not
increase) the bonus that otherwise would be payable based on actual performance. If stockholder
approval of the Executive Bonus Plan is not obtained, no bonuses will be payable under the
Executive Bonus Plan. Separately, the Compensation Committee has the discretion to award
a supplemental bonus outside of the Executive Bonus Plan based on outstanding individual
performance.
Section 8 — Other Events
Item 8.01. Other Events
On March 2, 2007, the Company issued a news release announcing that the U.S. Food and Drug
Administration (FDA) had approved the Company’s PROCLEIX® TIGRIS® System to
screen donated blood, organs and tissues for West Nile virus (WNV) using the PROCLEIX WNV Assay.
To gain approval for WNV testing on the PROCLEIX TIGRIS System, Gen-Probe submitted to the FDA a
510(k) application for the instrument, as well as a supplement to the previously approved Biologics
License Application for the assay. The assay was approved in December 2005 for use on the Company’s
eSAS instrument system.
Gen-Probe’s press release with respect to this matter is furnished as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is furnished with this current report.
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99.1 |
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Press release of Gen-Probe Incorporated dated March 2, 2007 concerning FDA
approval of West Nile virus assay on TIGRIS instrument system |
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