Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - NxStage Medical, Inc. | b87255exv99w1.htm |
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
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 12, 2011 (July 8, 2011)
NxSTAGE MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51567 | 04-3454702 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 439 S. Union St, 5th Floor, Lawrence, MA | 01843 | |
| (Address of principal executive offices) | (Zip Code) |
(978) 687-4700
(Registrant’s telephone number, including area code)
(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 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.
(d) On July 8, 2011 the Board of Directors of NxStage Medical, Inc. appointed Barry M.
Straube, M.D. to serve as a director. The appointment of Dr. Straube to the Board increases the
total number of directors on the Board to nine. Dr. Straube will serve as a director until
NxStage’s 2012 annual meeting of stockholders. Dr. Straube was not appointed to any committees of
NxStage’s Board of Directors.
Dr. Straube will be entitled to receive compensation for his service on the Board of Directors
consistent with NxStage’s director compensation program for non-employee directors, as described
under the heading Director Compensation in NxStage’s proxy statement for its 2011 Annual Meeting of
Stockholders as filed with the Securities and Exchange Commission on April 28, 2011, which
description is incorporated in this Form 8-K by reference.
In connection with Dr. Straube’s appointment to the Board of Directors, he and NxStage will enter
into NxStage’s standard form of indemnification agreement for directors, the form of which was
previously filed as Exhibit 10.21 to NxStage’s registration statement on Form S-1 (File No.
333-126711).
Item 7.01 Regulation FD Disclosure.
A copy of NxStage’s July 12, 2011 press release announcing Dr. Straube’s appointment is attached
hereto as Exhibit 99.1 and is incorporated in this report by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated July 12, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this report to be signed by the undersigned hereunto duly authorized.
| NxStage Medical, Inc. |
||||
| Date: July 12, 2011 | By: | /s/ Robert S. Brown | ||
| Robert S. Brown | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit | ||
| Number | Description | |
99.1
|
Press Release dated July 12, 2011 |