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): November 1, 2006
CONMED
CORPORATION
(Exact
name of registrant as specified in its charter)
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New
York
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0-16093
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16-0977505
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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525
French Road
Utica,
New York 13502
(Address
of principal executive offices, including zip code)
(315)
797-8375
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions (See General Instruction A.2 below):
oWritten
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 1.01
Entry into a Material Definitive Agreement; Item 5.02 Departure of
Principal Officers; Election of Directors; Appointment of Principal Officers
On
November 1, 2006, CONMED Corporation announced that its Board of Directors
has
elected Joseph J. Corasanti to be its next Chief Executive Officer, effective
January 1, 2007. He currently serves as President and Chief Operating Officer.
He will succeed Eugene R. Corasanti who will continue to serve as Chairman
of
the Board of Directors in the capacity of non-executive Chairman. Mr. Eugene
Corasanti will relinquish his executive functions at the Company on December
31,
2006, remaining employed by the Company as Vice Chairman.
Mr.
Eugene Corasanti is the founder of CONMED Corporation and has led its growth
from a start-up in the 1970’s to its present position as a leader in the medical
technology marketplace. Mr. Joseph Corasanti joined the Company in 1993 as
General Counsel and Vice President of Legal Affairs. He was elected to the
Board
of Directors in 1994. In 1998 he assumed the role of Executive Vice-President
and General Manager. In 1999 he was appointed to his present position of
President and Chief Operating Officer. He will remain a Director of the
Company.
Mr.
Joseph Corasanti will add the title of Chief Executive Officer effective January
1, 2007, in addition to his present title as President. He is also a member
of
the Board of Directors of II-VI, Inc. (Nasdaq: IIVI), a manufacturer of optical
and electro-optical components and devices for infrared, e-ray, gamma-ray,
telecommunication and other applications, where he also serves as a member
of
the audit committee. He holds a B.A. degree in Political Science from Hobart
College and a J.D degree from Whittier College School of Law. He is admitted
to
the state bar of both New York and California. Prior to joining CONMED
Corporation, he worked as a trial attorney in the Los Angeles office of Morgan
Wenzel and McNichols, a practice concentrating on business and civil
litigation.
Section
9
Financial
Statements and Exhibits
Item
9.01
Financial
Statements and Exhibits.
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(c)
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Exhibits
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The
following exhibits are included herewith:
Exhibit
No.
Description
of Exhibit
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10.1
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Amendment
No. 1 to November 12, 2004 Employment Agreement between the Company
and
Joseph J. Corasanti, dated October 31, 2006
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10.2
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Employment
Agreement between the Company and Eugene R. Corasanti, dated October
31,
2006
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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 thereunto
duly authorized.
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CONMED
CORPORATION
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(Registrant)
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By:
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Robert D. Shallish, Jr
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Vice
President - Finance and
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Chief
Financial Officer
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Date:
November
1, 2006
Exhibit
10.1
Employment
Agreement
October
31, 2006
Mr. Eugene
R. Corasanti
525
French Road
Utica,
New York 13502
Dear
Mr. Corasanti:
In
consideration of the mutual promises herein contained, CONMED Corporation,
a New
York corporation (hereinafter the “Company”), and you hereby agree that,
commencing January 1, 2007 (the “Effective Date”), you will be employed by the
Company on the following terms and conditions:
1. Employment.
The
Company hereby agrees that you will be employed to serve as a Vice Chairman
of
the Company during the term of employment set forth in Section 2 of this
Agreement. You hereby agree to serve in any such capacity during such term
of
employment. On the Effective Date, you will become the Non-Executive Chairman
of
the Board of Directors of the Company and the Company shall cause you to be
nominated for election to the Board of Directors of the Company (and shall
use
its reasonable best efforts to cause you to remain the Non-Executive Chairman)
during your term of employment under this Agreement. The
Company will provide an office for you either in Utica, New York, or in Largo,
Florida, or at such other location as may be mutually agreeable.
2. Term
of
Employment.
Subject
to the provisions for termination pursuant to Section 5 of the Agreement, your
term of employment under this Agreement shall commence on the Effective Date
and
continue until terminated by you or the Company.
3. Duties
During
Term of Employment.
During
your term of employment under this Agreement, you shall devote such business
time, attention and efforts to the affairs of the Company and its subsidiaries
and affiliates as is reasonably required and shall perform such executive and
administrative duties for the Company and subsidiaries and affiliates as you
may
reasonably be called upon to perform, from time to time, by the Board of
Directors and/or Chief Executive Officer of the Company.
4. Compensation
and Benefits.
(a) Base
Annual Salary.
The
Company shall pay to you during your term of employment under this Agreement
a
base annual salary at the rate of at least $104,000 per year, payable in equal
weekly installments during each year of your term of employment. It is
understood that the Board of Directors of the Company may in its discretion
review from time to time your base annual salary and in its discretion may
from
time to time increase your base annual salary and/or grant bonuses if it
determines that circumstances justify any such increase and/or
bonuses.
(b) Deferred
Compensation.
Commencing
on the Effective Date, the deferred compensation arrangements established under
Section 4(b) of your prior employment agreement with the Company, as amended,
shall be paid out to you (or, in the event of your death, to your estate) over
the 120 months following the Effective Date (with the last payment to be made
in
December of 2016) pursuant to the terms of Section 4(b) of your prior employment
agreement (including, without limitations, the interest crediting mechanics).
For the avoidance of doubt, payment under this Section 4(b) shall be made
regardless of the time of your “retirement”.
(c) Benefit
Plans.
You
also
shall be entitled to participate in all life and health insurance plans, pension
plans and other plans, benefits or bonus arrangements provided by the Company
from time to time during your term of employment under this Agreement and made
available by the Company to its executives generally, if and to the extent
that
you are eligible to participate in accordance with the provisions of any such
plan or for such benefits. Specifically, you shall be entitled to participate
in
the Company’s stock option plans and shall continue to be entitled to
participate in the Company’s pension and disability plans and be provided with
reimbursement of club memberships and automobile expenses as under present
practices. In no event shall the benefits provided you be less, in the
aggregate, than those provided you under present plans and practices. Life
and
health insurance benefits, reimbursement of club memberships and automobile
expenses shall continue for you and your wife during the terms of your lives.
In
addition, the Company shall reimburse you for your reasonable personal legal
and
accounting expenses related to your estate and tax planning and to preparing
and
filing your tax returns. The split dollar life insurance coverage will continue
under current practices.
-2-
5. Termination
of the Term of Employment.
(a) Termination
Other Than for Just Cause.
If
at any
time during your term of employment under this Agreement, the Company shall
terminate your employment under this Agreement, other than for “just cause” as
such term is defined in paragraph (c) of this Section 5, such event
shall be deemed a termination other than for just cause. After a termination
other than for just cause, you shall have no obligations under this Agreement
(other than your obligations under Section 7 and 8 of this Agreement), you
shall have no obligation to seek other employment in mitigation of damages
in
respect of any period following the date of such termination and you shall
be
entitled to receive from the Company (1) your then base annual salary through
the end of the month during which such termination occurs, (2) continued
coverage under the benefit plans of the Company specified in paragraph (c)
of Section 4 of this Agreement pursuant to the terms and periods specified
in paragraph (c) of Section 4, (3) reimbursement of any business expenses
incurred through the end of your employment and (4) any other amounts or
benefits that are earned, accrued or vested through the end of your employment
under any other plans or arrangements of the Company (your “Accrued
Compensation”). In addition, if the Company shall terminate your employment
other than for just cause, (1) all equity awards issued by the Company to you
will vest and become immediately exercisable and (2) all such equity awards
granted after the date hereof will remain exercisable for 24 months after the
end of your employment (or, if earlier, until they would have expired but for
your termination).
(b) Other
Terminations.
If
your
employment under this Agreement shall terminate under any circumstances other
than those described in paragraph (a) of Section 5, the Company shall only
be
obligated to pay you your Accrued Compensation.
(c) Definition
of Just Cause.
“Just
cause” under this Agreement shall mean a breach by you of your obligations under
this Agreement, willful misconduct, dishonesty, conviction of a crime (other
than traffic or other similar violations or minor misdemeanors), intoxication
on
the job or excessive absenteeism not related to illness.
6. Effect
of
Change in Control.
In
the
event that a Change in Control, as that term is defined in the May 22, 2000
Change in Control Severance Agreement entered into between you and the Company
(the “Change in Control Agreement”), occurs following the Effective Date and
during the term of your employment under this Agreement, (1) you shall continue
to be entitled to receive the Gross-Up Payment provided under Section 5 of
the
Change in Control Agreement and (2) if such Change in Control occurs within
twelve months following the Effective Date, all of the other terms of the Change
in Control Agreement will continue to apply. If such a Change in Control does
not occur within twelve months
-3-
after
the
Effective Date of this Agreement, the terms of the Change in Control Agreement
shall be deemed to have been terminated, except with respect to the the
foregoing item (1) in this paragraph.
7. Non-competition.
It
is
agreed that during your term of employment under this Agreement and for a period
of two years thereafter you will not, without the prior written approval of
the
Board of Directors of the Company become an officer, employee, agent, limited
or
general partner, director, member or shareholder of any business enterprise
in
competition with the Company or any subsidiary of the Company, as the business
of the Company or any such subsidiary may be constituted during such term of
employment, or at the expiration of such term or period; provided, however,
that
the foregoing shall not require you to terminate or alter the nature or extent
of your relationships with Mohawk Hospital Equipment, Inc. as they existed
on
the date of this Agreement, or any successor of such corporation.
Notwithstanding the preceding sentence, you shall not be prohibited from owning
less than five (5%) percent of the outstanding equity of any publicly traded
business enterprise.
8. Non-disclosure.
You
shall
not, at any time during or following your term of employment under this
Agreement, disclose or use, except in the course of your employment or
consultation arrangements with the Company in the pursuit of the business or
interests of the Company or any of its subsidiaries or affiliates, any
confidential information or proprietary data of the Company or any of its
subsidiaries or affiliates, whether such information or proprietary data is
in
your memory or memorialized in writing or other physical terms.
9. Conflicts.
Any
paragraph, sentence, phrase or other provision of this Agreement which is in
conflict with any applicable statute, rule or other law shall be deemed, if
possible, to be modified or altered to conform thereto or, if not possible,
to
be omitted herefrom. The invalidity of any portion of this Agreement shall
not
affect the force and effect of the remaining valid portions hereof.
Section and paragraph headings are included in this Agreement for
convenience only and are not intended to affect in any way the meaning or
interpretation of this Agreement.
10. Beneficiaries.
Wherever
this Agreement provides for the written designation of a beneficiary or
beneficiaries by yourself, you shall have the right to revoke such designation
and to redesignate a beneficiary or beneficiaries by written notice to the
Company to such effect.
-4-
11. Governing
Law.
This
Agreement is governed by and is to be construed and enforced in accordance
with
the laws of the State of New York.
12. Miscellaneous.
Upon
the
Effective Date, this Agreement shall constitute the entire understanding between
you and the Company relating to your employment with the Company and supersedes
and cancels all prior written and oral understandings and agreements with
respect to such matters, other than with respect to the deferred compensation
account under Section 4(b). This Agreement shall be binding upon, and shall
inure to the benefit of you and the Company, your heirs, executors and
administrators and the Company’s successors.
-5-
If
the
foregoing correctly sets forth the understanding between you and the Company,
please execute and return the enclosed copy of this letter.
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| CONMED CORPORATION | ||
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By:
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/s/
Daniel S. Jonas
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Daniel
S. Jonas
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Agreed
and accepted as of the date first above written:
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/s/
Eugene R. Corasanti
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Eugene
R. Corasanti
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-6-
Exhibit
10.2
Amendment
No. 1 to
November
12, 2004 Employment Agreement
AGREEMENT
made this 31st day of October, 2006 between CONMED Corporation and Joseph J.
Corasanti as follows:
WHEREAS,
the Company and Joseph J. Corasanti have agreed to amend the provisions of
his
Employment Contract.
NOW,
THEREFORE, in consideration of One Dollar and all other good and valuable
consideration the parties hereto do hereby agree as follows:
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1.
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Effective
January 1, 2007, Section 1 of the Employment Contract is amended
in its
entirety to provide as follows:
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“The
Company hereby agrees that you will be employed to serve as President and Chief
Executive Officer of the Company during the remaining term of employment set
forth in Section 2 of this Agreement. You hereby agree to serve, effective
January 1, 2007, as President and Chief Executive Officer of the Company during
such term of employment.”
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2.
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Effective
January 1, 2007, the following shall be added at the end of the first
sentence of Section 4(a) of the Employment
Contract:
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“,
provided, that after January 1, 2007 such annual base salary shall be at a
rate
of at least $450,000.”
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3.
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Effective
January 1, 2007, the following shall be added at the end of the first
sentence of the second paragraph of Section 4(b) of the Employment
Contract:
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“,
provided that beginning on December 31, 2007 and each subsequent December 31
during the term of this Agreement, such amount credited shall be $150,000.”
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CONMED
CORPORATION
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/s/
Joseph J. Corasanti
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By:
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/s/
Daniel S. Jonas
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Joseph
J. Corasanti
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Daniel
S. Jonas
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