UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) February 9, 2012

 

 

RTI BIOLOGICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-31271   59-3466543

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

11621 Research Circle, Alachua, Florida   32615
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (386) 418-8888

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:

 

¨  

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  

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.

(e) Compensatory Arrangements of Certain Officers

2012 Salaries and Bonus Targets. On February 9, 2012, the Compensation Committee of the Board of Directors of RTI Biologics, Inc. (the “Company”) approved 2012 salaries and a bonus plan (the “2012 Bonus Plan”) providing for the payment of cash bonuses based on the Company’s operating results for the 2012 calendar year. The 2012 Bonus Plan sets target bonus amounts and performance criteria for executive officers. The performance criteria include pretax income, operating cash flow, and revenues. As in the past, the Compensation Committee retains discretion to take other factors into account in determining bonuses and to award no bonuses even if performance criteria are met.

The table below sets forth the 2012 salaries and bonus targets (expressed as a percentage of salary) for the Company’s chief executive officer, principal financial officer and three most highly compensated executive officers other than the chief executive officer and principal financial officer:

 

Name

  

Office

   2012
Salary
     Bonus
Target
   

Bonus Criteria

Brian K. Hutchison

  

President and Chief Executive Officer

   $ 537,000         70   Revenue 33.3%, Pretax Income 33.3% and Operating Cash Flow 33.4%

Robert P. Jordheim

  

Executive Vice President and Chief Financial Officer

   $ 320,000         50   Revenue 33.3%, Pretax Income 33.3% and Operating Cash Flow 33.4%

Thomas F. Rose

  

Executive Vice President, Chief Operations Officer and Secretary

   $ 320,000         50   Revenue 33.3%, Pretax Income 33.3% and Operating Cash Flow 33.4%

Roger W. Rose

  

Executive Vice President and Chief Commercial Officer

   $ 320,000         50   Revenue 33.3%, Pretax Income 33.3% and Operating Cash Flow 33.4%

Caroline A. Hartill

  

Executive Vice President and Chief Scientific Officer

   $ 320,000         50   Revenue 33.3%, Pretax Income 33.3% and Operating Cash Flow 33.4%


Stock Option and Restricted Stock Grants. On February 9, 2012, the Compensation Committee approved awards of stock options and restricted stock to certain executive officers of the Company pursuant to the 2010 Equity Incentive Plan (the “Plan”). The options are exercisable for $4.02 per share (the closing price on the date of grant) and will vest in five equal annual installments beginning on the first anniversary of the date of grant. The restricted stock, valued at $4.02 (the closing price on the date of grant), will vest in three equal annual installments beginning on the first anniversary of the date of grant. Both grants are subject to accelerated vesting upon the occurrence of a “Change of Control” (as defined in the Plan).

The table below sets forth the number of stock options and restricted stock awarded to the Company’s named executive officers:

 

                 Number of  
          Number of      Restricted  

Name

  

Office

   Options      Stock  

Brian K. Hutchison

  

President and Chief Executive Officer

     120,000         40,000   

Robert P. Jordheim

  

Executive Vice President and Chief Financial Officer

     60,000         20,000   

Thomas F. Rose

  

Executive Vice President, Chief Operations Officer and Secretary

     60,000         20,000   

Roger W. Rose

  

Executive Vice President and Chief Commercial Officer

     60,000         20,000   

Caroline A. Hartill

  

Executive Vice President and Chief Scientific Officer

     60,000         20,000   

In addition, on February 9, 2012, the Compensation Committee approved an award of 12,438 shares of restricted stock options to each member of the Company’s Board of Directors pursuant to the Plan. The restricted stock, valued at $4.02 (the closing price on the date of grant), will vest on the first anniversary of the date of grant, subject to accelerated vesting upon the occurrence of a “Change of Control” (as defined in the Plan).


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.

 

  RTI BIOLOGICS, INC.
Date: February 13, 2012   By:  

/s/ Robert P. Jordheim

  Name:   Robert P. Jordheim
  Title:   Executive Vice President and Chief Financial Officer