UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 21, 2010
INTRAOP MEDICAL CORPORATION
(Exact name of registrant as specified in its charter)
Nevada | 000-49735 | 87-0642947 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation or organization) | Identification No.) | |||
570 Del Rey Avenue | 94085 | |||
Sunnyvale, California | ||||
(Address of principal executive offices) | (Zip Code) |
408-636-1020
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(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 2.05. Costs Associated with Exit or Disposal Activities.
On February 21, 2010, the Board of Directors of Intraop Medical Corporation (the Company)
committed to a restructuring plan that will result in a substantial reduction in force at the
Company. The restructuring plan is primarily designed to help the Company increase productivity,
reduce operating expenses and conserve cash resources as it explores various strategic alternatives
to enhance and maximize stockholder value. The Company expects to continue to explore additional
cost savings initiatives in an effort to further reduce operating expenses.
The reduction in force contemplated by the restructuring plan will result in the termination
of six non-officer, U.S.-based employees. Following the reduction in force, the Company will have
21 employees, including the executive officers who will continue with the Company. Employees
affected by the reduction in force have received notification from the Company. The positions
impacted include three employees in the Companys sales department, a service technician and two
administrative employees, all of whom are non-essential to the continued building and servicing of
the Companys core product, the Mobetron. The Company expects to refocus its sales efforts through
its distributor network. The restructuring plan also contemplates a reduction in pay of at least
30% for all remaining employees, including the Companys executive officers. The Company expects
to complete implementation of the restructuring plan during the second fiscal quarter of 2010 and
that the restructuring plan will generate cost savings for the Company in excess of $100,000 per
month.
As a result of the restructuring plan, the Company estimates that it will record an aggregate
restructuring charge of approximately $50,000 in the second fiscal quarter of 2010 for
personnel-related expenses related to payout of accrued vacation time to terminated employees and
that such restructuring charge will result in future cash expenditures by the Company of
approximately $50,000. The Company may also incur other material charges not currently
contemplated due to events that may occur as a result of, or associated with, the restructuring
plan.
This current report on Form 8-K contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including, but not limited to, the expected timing of completion of the
reduction in force, and the expected savings, costs and related charges of the reduction in force.
Words such as designed, expects, will, estimates, may, and similar expressions are
intended to identify forward-looking statements. These forward-looking statements are based upon
the Companys current plans, assumptions, beliefs, and expectations. Forward-looking statements
involve risks and uncertainties. The Companys actual results and the timing of events could
differ materially from those anticipated in such forward-looking statements as a result of those
risks and uncertainties, which include, without limitation, the risk that the restructuring costs
may be greater than anticipated, the risk that the Companys reduction in force and any future
workforce and expense reductions may have an adverse impact on the Companys internal programs, its
ability to hire and retain key personnel and may be distracting to management, and the risk that
the Company will need substantial additional funding and may be unable to raise additional capital
when needed, which could force the Company to limit or cease its operations, and other risks
detailed from time to time in the Companys filings with the Securities and Exchange Commission,
including its Quarterly Report on Form 10-Q for the quarter ended December 31, 2009 and other
periodic filings with the Securities and Exchange Commission. The Company expressly disclaims any
duty, obligation, or undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change in the Companys expectations
with regard thereto or any change in events, conditions, or circumstances on which any such
statements are based.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
As a result of the reduction in pay described in Item 2.05 of this Form 8-K, the base salary
payable by the Company to each of its principal executive officer, John Powers, its principal
financial officer, J.K. Hullett, and its other named executive officer, Donald A. Goer, will be
reduced by at least 30%. Specifically, as a result of the reduction in pay, Mr. Powers annual base
salary will be decreased from $185,000 to $129,500, Mr. Hulletts annual base salary will be
reduced from $120,000 to $60,000 and Mr. Goers annual base salary will be reduced from $184,000 to
$120,000.
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.
INTRAOP MEDICAL CORPORATION |
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Dated: February 25, 2010 | By: | /s/ John Powers | ||
John Powers | ||||
President and Chief Executive Officer | ||||