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):
September 26, 2017
STAAR Surgical
Company
(Exact Name of Registrant as Specified in
Charter)
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Delaware
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0-11634
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95-3797439
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1911 Walker Ave., Monrovia, California
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91016
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code
626-303-7902
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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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):
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging
growth company
¨
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.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On September 28, 2017, STAAR Surgical Company
announced that its Board of Directors appointed Deborah Andrews to serve as Chief Financial Officer.
Ms. Andrews, age 59, has served as STAAR’s Chief Accounting Officer since September 2013 and prior to that, from August
2005 to September 2013 she served as STAAR’s Chief Financial Officer. She has been employed by STAAR since
1995, serving as Principal Financial Officer from April 2005 to August 2005, Global Controller from 2001 to 2005, Vice President,
Finance, of STAAR Surgical AG (Switzerland) from 1999 to 2001, and Assistant Controller from 1995 to 1999. She previously served
as an internal auditor for Bourns, Inc., a maker of electronic components, from 1994 to 1995, and an auditor for KPMG Peat
Marwick from 1991 to 1994. Ms. Andrews earned her B.S. in Accounting from California State University, San Bernardino.
There are no family relationships between Ms.
Andrews and any director or executive officer of the Company, and she has no direct or indirect material interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the appointment of Ms.
Andrews as its Chief Financial Officer, STAAR increased Ms. Andrews’ annual salary to $335,000, with eligibility to
receive an annual incentive target bonus equal to up to 45% of her base salary, at the discretion of the Board of Directors
based on meeting financial and non-financial goals, and was also granted long-term incentive equity. Ms. Andrews has
previously entered into a change of control agreement in the form used by STAAR for its executive officers and severance
arrangements in the event of a termination without cause providing for payments of then-current base salary at a level
depending upon the length of service.
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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.
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STAAR Surgical Company
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September 28, 2017
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By:
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/s/ Caren Mason
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Caren Mason
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President and Chief Executive Officer
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Exhibit 99.1
STAAR Surgical Names Deborah Andrews
as CFO
Surindra Mann Joins STAAR as Vice President,
Global Financial Planning & Analysis
MONROVIA, CA, September 28, 2017
—STAAR
Surgical Company (NASDAQ: STAA) a leading developer, manufacturer and marketer of implantable lenses and companion delivery systems
for the eye, announced today that Deborah Andrews, Interim CFO, has agreed to resume her role as Chief Financial Officer for the
company (held previously from 2007 – 2013). Joining Deborah’s team as Vice President, Global Financial Planning &
Analysis is Surindra Mann. Both appointments become effective October 2, 2017.
“My decision to take on the role
of CFO was solidified as I worked closely with Caren and the team in a broader capacity these past five months,” said Deborah
Andrews. “I have a strong and enduring commitment to this company and its shareholders and have never been more confident
of its current and future promise as we have successfully completed several strategic milestones. Bringing on Surindra provides
further depth and breadth of experience for the finance team as we take the company to the next level,” added Andrews.
“I am thrilled that Deborah has enthusiastically agreed
to resume her role as CFO for STAAR. It has been a pleasure working more closely with her since she assumed the position of Interim
CFO. We conducted a thorough outside search for CFO and were presented with several candidates who met our qualifications. However,
when Deborah expressed an interest in being considered last month, we realized that we had a winning combination in promoting Deborah
and hiring Surindra,” said Caren Mason, President & CEO. “Surindra brings eighteen years of progressively responsible
experience to STAAR from her tenure with Abbott Global Healthcare. In her most recent position with Abbott, she held the position
of Global Finance Director, Financial Planning and Analysis for Abbott Medical Optics. She also held the positions of Global Assistant
Controller for Abbott Medical Optics, Business Unit Controller for Abbott Diabetes Care and as Senior Financial Analyst for the
Pharmaceutical and Diagnostics Divisions. We are very pleased to have these strong and accomplished executives leading our financial
operations,” added Mason.
About STAAR Surgical
STAAR, which has been dedicated solely to ophthalmic surgery
for over 30 years, designs, develops, manufactures and markets implantable lenses for the eye with companion delivery systems.
These lenses are intended to provide visual freedom for patients, lessening or eliminating the reliance on glasses or contact lenses.
All of these lenses are foldable, which permits the surgeon to insert them through a small incision. STAAR's lens used in refractive
surgery is called an Implantable Collamer® Lens or "ICL". More than 700,000 Visian ICLs have been implanted to date.
To learn more about the ICL go to: www.discovericl.com. STAAR has approximately 340 full-time equivalent employees and markets
lenses in over 60 countries. Headquartered in Monrovia, CA, the company operates manufacturing facilities in Aliso Viejo, CA and
Monrovia, CA. For more information, please visit the Company's website at www.staar.com.
Safe Harbor
All statements in this press release that are not statements
of historical fact are forward-looking statements, including statements about any of the following: future prospects of the Company,
achievement of milestones, and any assumptions underlying any of the foregoing. Important factors that could cause actual results
to differ materially from those indicated by such forward-looking statements are set forth in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2016, under the caption “Risk Factors”, which is on file with the Securities
and Exchange Commission and available in the “Investor Information” section of the company’s website under the
heading “SEC Filings.”
These statements are based on expectations and assumptions as
of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual results to differ
materially from those described in the forward-looking statements.
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CONTACT:
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Investors
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EVC Group
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Brian Moore, 310-579-6199
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Doug Sherk, 415-652-9100
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