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): January 16, 2018
 
 
QUIDEL CORPORATION
(Exact name of Registrant as specified in its Charter)
 
 
 
 
Delaware
(State or other jurisdiction of incorporation)
0-10961
(Commission File Number)
94-2573850
(IRS Employer Identification No.)
 
 
 
12544 High Bluff Drive, Suite 200
San Diego, California
(Address of principal executive offices)
92130
(Zip Code)
Registrant's telephone number, including area code:  (858) 552-1100
 
 
 
 
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 ( 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))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 





Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective January 16, 2018, the Compensation Committee of the Board of Directors of Quidel Corporation (the “Company”) approved the Company’s 2018 cash incentive plan applicable to the Company’s executive officers and other members of senior management for the Company’s fiscal year ending December 31, 2018 (the “2018 Cash Incentive Compensation Plan”).  Payout under the 2018 Cash Incentive Compensation Plan is predicated upon achievement of (i) revenue targets, (ii) EBITDA targets, and (iii) acquisition integration targets, with each of the foregoing as determined by the Board of Directors and/or its Compensation Committee, for the Company’s 2018 fiscal year.  A description of the 2018 Cash Incentive Compensation Plan and related target bonuses are set forth on Exhibit 10.1 hereto and are incorporated by reference herein.

On January 16, 2018, the Compensation Committee also approved the Company’s 2018 Annual Equity Incentive Plan (the “2018 Equity Incentive Plan”). The 2018 Equity Incentive Plan provides for grants of equity awards to eligible employees of the Company, including the Company’s executive officers, subject to the terms described below and as set forth on Exhibit 10.2 hereto.

Under the 2018 Equity Incentive Plan, each participating employee receives equity incentive awards in the form of (i) non-qualified stock options; (ii) time-based restricted stock units; and (iii) performance-based restricted stock units. The vesting period for the non-qualified stock options is over four years with the first 50% of such awards vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter. The vesting period for the time-based restricted stock units is 100% of such awards vesting on the four-year anniversary of the grant date. The vesting for the performance-based restricted stock units is 100%, as may be applicable, on the three-year anniversary of the grant date, unless early vesting requirements are met and based on the performance targets set forth on Exhibit 10.2 hereto.

Item 9.01     Financial Statements and Exhibits.
 
 
(d)    Exhibits.
 
The following exhibit is furnished with this current report on Form 8-K:
 
 
Exhibit Number
Description of Exhibit
 
 
 
 
 
10.1
10.2






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 22, 2018
QUIDEL CORPORATION
 
 
By:
/s/ Randall J. Steward
 
Name:
Randall J. Steward
 
Its:
Chief Financial Officer
 





EXHIBIT INDEX
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exhibit Number
Description of Exhibit
 
 
 
 
 
 
 
 
10.1
10.2





Exhibit 10.1
2018 Cash Incentive Compensation Plan

Eligible Employees : All non-Section 16 officers (“Vice Presidents”) and senior executives (Section 16) officers (“Executive Officers”) of the Company are eligible for participation in the Company’s 2018 Cash Incentive Compensation Plan.

Applicable Period : The 2018 Cash Incentive Plan applies to performance during the Company’s fiscal year ending December 31, 2018.

Components of the Plan and Criteria to Fund : The 2018 Cash Incentive Compensation Plan consists of the following three components: (i) revenue targets; (ii) EBITDA targets, and (iii) integration targets (synergies and sale/leaseback). Each component of the 2018 Cash Incentive Compensation Plan includes targets at minimum, plan, and maximum payout with the exception of the sale/leaseback transaction target. The minimum targets serve as the threshold upon which the incentive pool will begin to fund for that component. Achievement of the components at plan/target will earn the target cash incentive opportunity. Payout will be calculated along a linear continuum from minimum to plan/target and from plan/target to maximum with the maximum target serving as the point at which the management team will earn the highest possible cash incentive opportunity.

The minimum performance target must be met in order for a portion of the bonus to be paid relative to any one of the three components. Each component will be measured separately. Bonus payouts will be based forty percent (40%) on achievement of revenue targets, forty percent (40%) on achievement of EBITDA targets; fifteen percent (15%) on achievement of cost savings integration targets; and five percent (5%) on achievement of the sale/leaseback target.

The following table below represents the target bonus and maximum bonus for each of the Company’s Vice Presidents and above and as a percent of such employee’s annual base salary.

Executive Officer

Target
Maximum
President and CEO
125%
175%
Executive Officers (other than President and CEO)
75%
100%
Vice Presidents
50%
70%





Exhibit 10.2
2018 Annual Equity Incentive Plan

The 2018 Annual Equity Incentive Plan provides for the issuance of equity incentive awards in the form of (i) non-qualified stock options; (ii) time-based restricted stock units; and (iii) performance-based restricted stock units.

Executive Officer
Time-Based Restricted Stock Units
(# shares)
Performance-Based Restricted Stock Units
(# shares)
Non-Qualified Stock Options (# shares)
Douglas C. Bryant
President and Chief Executive Officer
13,819
13,818
27,637
Michael D. Abney, Jr.
Senior Vice President, Distribution
4,606
4,606
9,212
Robert J. Bujarski
Senior Vice President, Business Development and General Counsel
4,606
4,606
9,212
Ratan S. Borkar
Senior Vice President, International Commercial Operations
4,606
4,606
9,212
Werner Kroll
Senior Vice President, Research and Development
4,606
4,606
9,212
Edward K. Russell
Senior Vice President, Global Commercial Operations
4,606
4,606
9,212
Randall J. Steward
Chief Financial Officer
4,798
4,798
9,596

The vesting period for the non-qualified stock is over four years with the first 50% of such option awards vesting at the end of the second-year anniversary of the grant date and the remainder vesting 25% annually on each of the following two anniversaries thereafter.

The vesting period for the time-based restricted stock units is 100% of such equity awards vesting at the end of the four-year anniversary of the grant date.

The vesting for the performance based restricted stock units (PSUs) is over a three year time period and is tied to the achievement of net revenue growth targets.  If the net revenue targets are achieved, then the PSUs will vest 100% upon the third anniversary of the Equity Grant Date.  If the company has not achieved the annual net revenue growth targets at the end of the three year period, the PSUs will be canceled. The PSUs may vest early upon early achievement of the three year net revenue growth targets. The net revenue calculation may be adjusted for the financial impact of merger, acquisition and divestiture activities.