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):  February 6, 2017

 


 

Glaukos Corporation

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-37463

 

33-0945406

(State or other jurisdiction

 

(Commission

 

(I.R.S. Employer

of incorporation)

 

File Number)

 

Identification No.)

 

229 Avenida Fabricante
San Clemente, California

 

92672

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (949) 367-9600

 

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:

 

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.

 

(c) On February 6, 2017, Glaukos Corporation (the “Company”) announced that Joseph E. Gilliam has been appointed as its Chief Financial Officer and Senior Vice President, Corporate Development, with an anticipated starting date in May 2017 (“Start Date”).  Mr. Gilliam will replace the Company’s current Chief Financial Officer Richard Harrison, who is retiring later in 2017 and will step down as Chief Financial Officer in connection with the Start Date, as previously announced in a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2016.

 

Mr. Gilliam, age 41, most recently served as Managing Director of Healthcare Investment Banking at JPMorgan Chase, a position he held from 2013 to 2017. Prior to that, Mr. Gilliam held various positions of increasing responsibility at JPMorgan Chase, including serving as Executive Director from 2009 to 2013, and, beginning in 2007, his work at the firm focused exclusively on financing and advisory transactions in the biotechnology, medical technology, life sciences and diagnostics industries.  He was a founding member of the Beacon Group’s West Coast office, which was acquired by Chase Manhattan and merged with JPMorgan in 2001.  Mr. Gilliam began his career in the audit services division of PricewaterhouseCoopers in 1998.

 

Mr. Gilliam holds a bachelor’s degree in business from Kelly Undergraduate School of Indiana University.

 

Mr. Gilliam has entered into an Offer Letter with the Company, a copy of which is attached to this Current Report as Exhibit 99.2 (the “Offer Letter”).  Mr. Gilliam’s starting annual base salary will be $360,000. He will be eligible for an annual target bonus of up to 50% of his base salary, based upon achievement of certain Company and personal performance objectives. Additionally, subject to the approval of the Board of Directors of the Company, Mr. Gilliam is entitled to receive an equity grant of 300,000 options to purchase stock of the Company, with an exercise price equal to the closing market price on the Start Date, and 100,000 units of restricted stock of the Company, which amount is subject to adjustment as set forth in the Offer Letter.  Mr. Gilliam is eligible to participate in the Company’s benefit plans that are available to executive officers of the Company generally. This description of the terms of Mr. Gilliam’s employment is subject in all respects to the terms of the Offer Letter.

 

Item 7.01 Regulation FD Disclosure.

 

The press release issued by the Company announcing his appointment is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits

 

Exhibit
Number

 

Description

99.1

 

Press release of Glaukos Corporation, dated February 6, 2017.

99.2

 

Joseph E. Gilliam Offer Letter dated February 3, 2017.

 

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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.

 

 

GLAUKOS CORPORATION

(Registrant)

 

 

 

By:

/s/ Richard L. Harrison

 

 

Name:

Richard L. Harrison

 

 

Title:

Chief Financial Officer

 

Date: February 6, 2017

 

3


Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE

 

Media Contact:

 

Cassandra Dump

(619) 971-1887

cassy@pascalecommunications.com

 

Investor Contact:

 

Sheree Aronson

VP, Investor Relations

(949) 367-9600 ext 371

saronson@glaukos.com

 

JOSEPH GILLIAM TO JOIN GLAUKOS CORPORATION AS CHIEF FINANCIAL OFFICER AND SENIOR VICE PRESIDENT OF CORPORATE DEVELOPMENT

 

Former J.P. Morgan Healthcare Investment Banking Veteran to Join Glaukos in May,
Replacing the Company’s Retiring CFO, Richard Harrison

 

San Clemente, CA — February 6, 2017 — Glaukos  Corporation (NYSE: GKOS), an ophthalmic medical technology company focused on the development and commercialization of breakthrough products and procedures designed to transform the treatment of glaucoma, today announced that Joseph E. Gilliam will join the company as Chief Financial Officer and Senior Vice President, Corporate Development in May 2017.  Mr. Gilliam will replace the company’s current Chief Financial Officer Richard Harrison, who is retiring later in 2017.

 

Mr. Gilliam joins Glaukos from J.P. Morgan, where he was Managing Director in the Healthcare Investment Banking Group and focused on the life sciences industry, including the medical technology, diagnostics and biotechnology sectors.  Since 2000, Mr. Gilliam has held various positions of increasing responsibility at J.P. Morgan, Chase Manhattan and The Beacon Group, prior to these firms being combined in 2001.  Mr. Gilliam began his career in the audit services division of PricewaterhouseCoopers in 1998.   He holds a bachelor’s degree in accounting from the Kelly School of Business at Indiana University, Bloomington.

 

Over the course of his nearly 20-year career, Mr. Gilliam has gained broad experience across capital markets, strategic advisory and other banking services.  He also has significant experience in ophthalmology, having executed numerous medical device and biotechnology transactions, including leading the Glaukos initial public offering (IPO) for J.P. Morgan in June 2015.

 

“Joe brings an extensive range of healthcare experience, financial acumen and market perspective to our organization and we believe his contributions will be invaluable to Glaukos as we continue to expand our business and implement our growth strategies,” said Thomas Burns, Glaukos President

 

1



 

and Chief Executive Officer.  “In addition, we are extremely grateful to Rich for his many contributions and years of dedicated leadership at Glaukos, as well as his willingness to postpone retirement for several more months to assist in a smooth and orderly transition of his responsibilities.”

 

Mr. Harrison, who has been the company’s Chief Financial Officer since January 2008, will remain with Glaukos in a transitional advisory role to Mr. Gilliam.  Mr. Harrison notified the company in July 2016 of his plan to retire in 2017 in order to dedicate more time to family and personal interests.

 

“Joining Glaukos represents an extraordinary opportunity for me to be part of a dynamic and pioneering company that is deploying truly disruptive technologies that benefit practitioners, patients and the healthcare system,” said Mr. Gilliam.  “Moreover, having worked closely with Glaukos in recent years, I have gained tremendous respect for the organization and am honored to join such a talented, committed and cohesive senior leadership team.”

 

About Glaukos

 

Glaukos (www.glaukos.com) is an ophthalmic medical technology company focused on the development and commercialization of breakthrough products and procedures designed to transform the treatment of glaucoma, one of the world’s leading causes of blindness.  The company pioneered Micro-Invasive Glaucoma Surgery, or MIGS, to revolutionize the traditional glaucoma treatment and management paradigm.  Glaukos launched the iStent ® , its first MIGS device, in the United States in July 2012 and is leveraging its platform technology to build a comprehensive and proprietary portfolio of micro-scale injectable therapies designed to address the complete range of glaucoma disease states and progression.  The company believes the iStent , measuring 1.0 mm long and 0.33 mm wide, is the smallest medical device ever approved by the FDA.

 

Forward-Looking Statements

 

All statements other than statements of historical facts included in this press release that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.  Although we believe that we have a reasonable basis for forward-looking statements contained herein, we caution you that they are based on current expectations about future events affecting us and are subject to risks, uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that may cause our actual results to differ materially from those expressed or implied by forward-looking statements in this press release.  These potential risks and uncertainties include, without limitations, our ability to continue to pioneer the worldwide development and expansion of MIGs and products for the treatment of glaucoma.  These risks, uncertainties and factors are described in detail under the caption “Risk Factors” and elsewhere in our filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission. Our filings with the Securities and Exchange Commission are available in the Investor Section of our website at www.glaukos.com or at www.sec.gov.  In addition, information about the risks and benefits of our products is available on our website at www.glaukos.com.  All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements.  You are cautioned not to place undue reliance on the forward-looking statements in this press release, which speak only as of the date hereof.  We do not undertake any obligation to update, amend or clarify these forward-looking statements whether as a result of new information, future events or otherwise, except as may be required under applicable securities law.

 

##

 

2


Exhibit 99.2

 

 

February 3, 2017

 

Joseph E. Gilliam

 

Dear Joe:

 

It is a pleasure to extend to you an offer of employment to join Glaukos Corporation (“Glaukos” or the “Company”) as Chief Financial Officer and Senior Vice President — Corporate Development, effective February 3, 2017 (“Expected Announcement Date”). This position reports to Tom Burns, Chief Executive Officer

 

The primary duties and areas of responsibility with which you will become involved have been discussed during your interviews. Please keep in mind these duties and responsibilities may change from time to time at the Company’s sole discretion. Your compensation for this full-time, exempt position will be $15,000.00 paid semi-monthly in accordance with our normal payroll schedule; representing an annual salary of $360,000.00. You will also be eligible to earn an annual discretionary bonus of up to 50% of your base pay based upon the achievement of agreed upon performance objectives for each year. This bonus is not earned or owed until the date of its actual distribution.  For this reason, to be eligible to receive a bonus, you must be employed by the Company on the date the bonus is actually distributed. This offer is contingent upon successful completion of your background check.

 

In addition to the above, you will also be eligible for the Company’s comprehensive benefits package, which includes medical, dental, life/AD&D, and long term disability insurance, as well as a 401(k) retirement savings plan, Employee Stock Purchase Plan and Flexible Spending Plan. Most benefits will be effective March 1, 2017, or the first of the next month after you start your employment with the Company.  Please keep in mind that, in all cases, the terms of each relevant benefit plan will control, and you will be eligible to receive benefits from a plan only for so long as you continue to be employed as an eligible employee under the plan. You will also be eligible to accrue Paid Time Off (“PTO”) in accordance with the terms and conditions set forth in the Glaukos Employee Handbook. You will begin to accrue PTO on a pay period basis, at the rate of 4 weeks per year, commencing on your hire date.  In addition, the Company offers 11 paid holidays. You will learn more about benefits and other information in New Employee Orientation, but if you have any particular questions about the benefits package before deciding whether to accept this offer, please contact me directly.

 

At the first meeting of Glaukos’ Board of Directors following the date on which you accept this offer, we will recommend that the Board approve the grant to you of an option to purchase 300,000 shares of Common Stock and a grant of 100,000 restricted stock units (“RSUs”). The exercise price under the options will be equal to the fair market value of the Common Stock as of the date on which the option is granted, which will be the closing price of the Common Stock on the date on which you formally start your employment with the Company (“Start Date”) if the Board approves the grant prior to the date thereof.  In addition, to the extent the fair market value of the Common Stock (measured using the closing price in ordinary trading) increases between the Expected Announcement Date and the Start Date, the number of RSUs will be increased by multiplying the amount of such per share increase by 200,000, and then dividing the result by the closing price of the Common Stock on the Actual Start Date.  For example, if the closing price of a share is $34 on the Expected Start Date and $38 on the Actual Start Date, you will receive 21,053 additional RSUs ($4 increase * 200,000 = $800,000; $800,000/38 = 21,053). The options will vest over a four-year period, with 25% to vest on the 1 st  anniversary of

 

229 Avenida Fabricante   ·   San Clemente, CA 92672  USA  ·   tel 949.367.9600  ·   fax 949.367.9984  ·   www.glaukos.com

 



 

your Start Date and 1/36 th  of the total remaining number to vest on the last day of each month thereafter, provided you remain employed with the Company.  The RSUs will vest over a four-year period, with 25% to vest on each anniversary of your Start Date, provided you remain employed with the Company.  If the Board approves the grants, the option and the RSUs will be issued pursuant to the Company’s 2015 Omnibus Incentive Plan and will be evidenced by the Company’s standard form of Incentive Stock Option Agreement and a form of RSU award agreement.  In the event any transaction that is an adjustment event under the 2015 Omnibus Incentive Plan occurs before your options and RSUs are granted, the number of shares subject to your options and RSUs will be subject to equitable and proportionate adjustment in accordance with the 2015 Omnibus Incentive Plan.

 

Glaukos is committed to providing a drug-free workplace. Therefore, all prospective employees are required to undergo a drug test before becoming a Glaukos employee. By accepting this employment offer, you agree to participate in a post-offer, pre-employment drug-screening test and understand that employment with Glaukos is contingent upon successfully passing such a test. This offer is also contingent upon your satisfactory completion of a standard background check and verification of salary and all other information you have submitted to us, as well as our receipt of references that we determine in our sole discretion to be satisfactory. You will also be asked to execute a number of additional documents in connection with your employment, including the Company’s Patent, Copyright and Non-Disclosure Agreement, acknowledgement that you are subject to Glaukos’ employment policies as in existence today and as they may be changed in the future, and a Code of Ethics agreement.  Execution of all Agreements is a condition of your employment.

 

Additionally, you are also required to complete Form I-9, Employment Eligibility Verification, and show proof of your employment eligibility and identity. Please review the enclosed List of Acceptable Documents you may provide on your start date.

 

While we hope that our relationship will be long and mutually beneficial, it should be recognized that neither you, nor we, have entered into any contract of employment, expressed or implied, for any specific term. Your employment with Glaukos is “at-will,” which means that your employment may be terminated either by you or Glaukos with or without cause and with or without notice at any time. Glaukos also has the right to change the terms and conditions of your employment with or without cause and with or without notice. This at-will status cannot be changed except through a written agreement signed by the Chief Executive Officer. By accepting this offer, you are agreeing to the at-will nature of your employment relationship with Glaukos, and you are acknowledging that no one has made any promises or commitments to you contrary to the foregoing.  You will be eligible to enter into an Executive Severance and Change in Control Agreement on the date you commence your employment, a copy of which is attached hereto.

 

Perhaps the most important consideration in making your career decision is the opportunity for personal development in a challenging and growing business environment. Although no company can guarantee what the future holds, we believe that the opportunities with Glaukos are outstanding in terms of growth, responsibility and compensation. Your success, of course, depends in large part on your own job performance and your contributions to the success of Glaukos. Based upon your past accomplishments and the enthusiastic reactions of those who

 



 

spoke with you, we believe that you have the potential to make a substantial contribution to our group. We also believe that we can provide a rewarding and challenging opportunity for you.

 

The terms of this offer are confidential and considered proprietary information of the Company.  You agree not to disclose this offer letter or the terms hereof to third parties (aside from your counsel, financial advisors and immediate family members who agree to keep the terms hereof confidential) until such time as the Company makes the terms hereof public, which the Company will only do after providing advance notice to you.

 

Joe, we would like to welcome you to our team and hope that you will consider our offer favorable. To indicate your acceptance, please sign and return this letter to me by the close of business on November 11, 2016. If we do not receive your signed agreement by this date, the offer will be rescinded. If you will be faxing your acceptance, please fax only this signature page to fax number (949) 367-9984.

 

Please feel free to call me should you have any questions regarding this offer. We are excited that you may be joining us and look forward to working with you.

 

Sincerely,

 

ACCEPTANCE

 

 

 

/s/ Thomas W. Burns

 

 

Tom Burns

 

/s/ Joseph E. Gilliam

President and CEO

 

Joseph E. Gilliam

 

 

 

 

 

 

 

 

Signature Date

 

 

 

 

 

 

 

 

Start Date