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)
November 6, 2012
IRIDEX CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-27598 | 77-0210467 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1212 Terra Bella Avenue
Mountain View, California 94043
(Address of principal executive offices, including zip code)
(650) 940-4700
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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. |
| (b) | Resignation of Dominik Beck from the Board of Directors |
In accordance with the terms of the Beck Release (as defined below), effective as of November 8, 2012, Dominik Beck has resigned as a member of the Board of Directors of IRIDEX Corporation (the “Company”).
| (e) | Material Compensatory Agreements |
On November 6, 2012, the Company and Dr. Beck entered into an Agreement and Release (the “Beck Release”) and an ADEA Waiver Agreement and Release (the “ADEA Release,” and collectively with the Beck Release, the “Beck Agreements”). Pursuant to the terms of the Beck Agreements, the Company will make certain cash payments to Dr. Beck in an aggregate amount not to exceed $193,084.00 in exchange for Dr. Beck’s release of claims against the Company and agreement to resign from the Board of Directors of the Company.
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.
| IRIDEX CORPORATION | ||
| By: | /s/ WILLIAM M. MOORE | |
| William M. Moore President and Chief Executive Officer | ||
Date: November 13, 2012