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): July 19, 2018
VIEWRAY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-37725
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42-1777485
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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 Number)
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2 Thermo Fisher Way
Oakwood Village, Ohio 44146
(Address of principal executive offices, including zip code)
(440)
703-3210
(Registrant’s telephone number, including area code)
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 Instructions A.2. below):
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Written communications 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
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications 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 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 ☒
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 July 24, 2018, ViewRay, Inc. (the “Company”) issued a press release announcing the appointment of Scott Drake as President and Chief
Executive Officer of the Company and the resignation of Chris A. Raanes as President and Chief Executive Officer. In connection with his appointment, Mr. Drake has also been appointed to the Company’s Board of Directors (the
“Board”). The Company also announced the appointment of Shahriar Matin as Chief Operating Officer and the resignation of Doug Keare as Chief Operating Officer. Finally, the Company also announced the appointment of Keith Grossman as a
Class I director. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference.
In connection with their appointments,
the Company entered into employment agreements with Scott Drake and Shahriar Matin, both effective as of July 22, 2018. Both Mr. Drake and Mr. Matin will serve as
at-will
employees. Pursuant to
his employment agreement, Mr. Drake will receive a base salary of $700,000, and will be eligible to receive a target performance bonus equal to 100% of his base salary, with a threshold of 50% and maximum of 200% of his base salary. The Company
also granted an option to purchase 1,925,000 shares of the Company’s common stock and 1,155,000 restricted stock units to Mr. Drake in consideration of his agreement to join the Company.
Pursuant to his employment agreement, Mr. Matin will receive a base salary of $425,000, and will be eligible to receive a target performance bonus equal
to 75% of his base salary, with a threshold of 37.5% and maximum of 150% of his base salary. The Company also granted an option to purchase 962,500 shares of the Company’s common stock and 577,500 restricted stock units to Mr. Matin in
consideration of his agreement to join the Company.
The equity awards described above were granted under the Company’s 2018 Equity Inducement Award
Program with an exercise price equal to the closing price of the Company’s common stock on July 20, 2018 of $9.66. Twenty-five percent of the shares subject to such options will vest on the
one-year
anniversary of the grant date, with the remaining shares vesting in equal monthly installments over the three years following the first anniversary, subject to their continued service through each such vesting date.
One-third
of the restricted stock units will vest on each of the first three anniversaries of the grant date, subject to their continued service through each such vesting date. Both Mr. Drake and
Mr. Matin will receive a travel stipend for the period of August 1, 2018 through May 1, 2019 to cover personal travel and lodging expenses to the Company’s principal offices.
In the event either Mr. Drake or Mr. Matin is terminated without cause or resigns for good reason (as such terms are defined in their employment
agreements), both executives are entitled to severance payments. Mr. Drake will receive an amount equal to two times the sum of his base salary plus his target performance bonus, while Mr. Matin will receive an amount equal to his base
salary plus his target performance bonus. In addition, for both Mr. Drake and Mr. Matin, any equity awards that would otherwise have vested during the twenty-four month period following his termination will accelerate and vest on the date
of his termination, and he will have twelve months from the date of his termination to exercise any vested stock options. The Company will also continue to pay the employer portion of the COBRA premium cost for up to twelve months.
In the event either Mr. Drake or Mr. Matin is terminated without cause or resigns for good reason within three months prior to or eighteen months
following a change in control of the Company (as such term is defined in the ViewRay, Inc. 2015 Equity Incentive Award Plan) both executives are entitled to severance benefits described above and his equity awards will accelerate and vest on the
date of his termination.
As a
non-employee
director, Mr. Grossman will be compensated pursuant to the terms
of the ViewRay, Inc. Board of Directors
Non-Employee
Director Compensation Policy.
In connection with their
resignations and in consideration of their release of claims against the Company, on July 22, 2018, the Company entered into a separation and consulting agreement with each of Mr. Raanes and Mr. Keare. Both Mr. Raanes and
Mr. Keare will provide consulting and advisory services to the Company for a period of one year, for Mr. Raanes, and six months, for Mr. Keare, from the separation date (each a “Consulting Period”). Pursuant to his
separation and consulting agreement, Mr. Raanes will receive, among the other benefits provided for in the agreement, cash payments equal to $630,944 and reimbursement for continued medical insurance coverage pursuant to COBRA for the twelve
month period following the separation date.
Pursuant to his separation and consulting agreement, Mr. Keare will receive, among the other benefits
provided for in the agreement, cash payments equal to $286,966 and reimbursement for continued medical insurance coverage pursuant to COBRA for the six month period following the separation date.
While serving as a consultant to the Company, Mr. Raanes and Mr. Keare will each continue to vest in
the shares of the Company’s common stock underlying their stock options pursuant to the terms of their equity awards with Mr. Raanes being eligible to vest in any unvested options that would otherwise have vested in up to the 24 month
period following July 22, 2018 and Mr. Keare being eligible to vest in any unvested equity awards that would otherwise have vested in up to the 6 month period following July 22, 2018.
Mr. Raanes and Mr. Keare will remain subject to the Company’s Confidentiality, Inventions and
Non-Interference
Agreement and will be subject to a confidentiality obligation,
non-disparagement
and
non-solicitation
of
employees, agents or consultants of the Company during the Consulting Period and for twelve months thereafter.
The foregoing description of the
agreements with Messrs. Drake, Matin, Raanes and Keare contained herein do not purport to be complete and are qualified in their entirety by reference to the complete text of their agreements. A copy of the agreements will be filed as
exhibits to the Company’s next quarterly report on
Form 10-Q.
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Item 9.01
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Financial Statements and Exhibits.
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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.
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VIEWRAY, INC.
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Dated: July 24, 2018
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By:
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/s/ Ajay Bansal
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Name:
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Ajay Bansal
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Title:
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Chief Financial Officer
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Exhibit 99.1
ViewRay Appoints Scott Drake as President, Chief Executive Officer and a
Member of the Board of Directors, Shar Matin as Chief Operating Officer, and D. Keith Grossman as a Member of the Board of Directors
New Officers and Directors Bring Extensive Medical Company Growth Experience to ViewRay
ViewRay
Pre-Releases
Preliminary Second Quarter 2018 Revenue of $16 Million and Reaffirms Revenue
Guidance of $80 to $90 Million for 2018
CLEVELAND, July
24, 2018
— ViewRay, Inc. (Nasdaq: VRAY), maker of the
market-leading
MRI-guided
radiation therapy system,
announced today the appointment of medical device industry veterans Scott Drake as its President and Chief Executive Officer and Shar Matin as its
Chief Operating Officer, effective immediately. In connection with his appointment, Mr. Drake has also been appointed to the ViewRay Board of Directors. In addition, ViewRay announced the appointment of D. Keith Grossman to the ViewRay Board of
Directors.
ViewRay announced preliminary unaudited revenue of approximately $16 million for the second quarter ended June 30, 2018, primarily
from three revenue units, and reaffirmed full year 2018 revenue guidance of $80 million to $90 million.
“We are delighted to welcome Scott
as our new President and Chief Executive Officer and Shar as our new Chief Operating Officer,” said Daniel Moore, Chairman of the Board of Directors of ViewRay. “We believe that Scott and Shar’s deep operational experience with
fast-growing medical companies will be invaluable as we bring ViewRay’s revolutionary technology to the fight against cancer for patients around the world.”
Mr. Drake stated “I am excited to join the ViewRay team as we drive growth and innovation to benefit customers and cancer patients globally.
ViewRay’s MRIdian technology, team and early clinical outcomes position us well to create shareholder value.”
“We are also delighted to
welcome Keith Grossman as a new member of our Board,” Mr. Moore continued. “With more than 30 years of leadership in the medical technology industry, we look forward to Mr. Grossman’s counsel and perspective.”
The Company also announced the departures of current President and Chief Executive Officer Chris A. Raanes and Chief Operating Officer Doug Keare. “It
has been a great five years at ViewRay,” said Raanes. “I am very excited about Scott and Shar taking the Company to its next growth phase, and will ensure a smooth transition.” Mr. Moore added: “I would like to thank Chris,
who led ViewRay through the development and commercialization of the MRIdian technology. I would also like to acknowledge the extensive contributions and dedication that Doug displayed during his tenure at ViewRay.”
Mr. Drake formerly served as the President and Chief Executive Officer of the Spectranetics Corporation
(“Spectranetics”), a leading developer and manufacturer of minimally-invasive cardiovascular devices, and grew the business from an enterprise value of approximately $200 million in 2011 until its $2.2 billion acquisition by
Royal Philips in 2017. Mr. Drake currently serves as the Chairman of the Board of Directors for AtriCure, Inc. (Nasdaq: ATRC), a leading innovator in treatments for atrial fibrillation and left atrial appendage
management, and as the Chairman of the Board of Directors for JustRight Surgical, LLC, a medical device company dedicated to serving pediatric patients. Before joining Spectranetics, Mr. Drake served as Senior Vice President for DaVita
Corporation (NYSE: DVA), a leading provider of kidney care. He also previously worked at Covidien (now part of Medtronic) from 1992 until 2009. Mr. Drake graduated from the Miami University of Ohio with a Bachelor of Science in Business.
Mr. Matin previously worked for Spectranetics starting in 2007, serving as its Chief Operating Officer from 2014 until its acquisition by Royal Philips
in 2017. Before joining Spectranetics, Mr. Matin worked for the Guidant Corporation (now Boston Scientific Corporation) in various commercial and engineering roles from 1997 until 2007. Mr. Matin graduated from Harvard Business School with
a Master in Business Administration, and graduated from the University of California, Berkeley with honors with a Bachelor of Science in Mechanical Engineering.
Mr. Grossman previously served as the President, Chief Executive Officer and Director for Thoratec Corporation through its $3.4 billion acquisition
by St. Jude Medical (now Abbott Laboratories, NYSE: ABT) in 2016. From 2011 to 2013, Mr. Grossman served as President, Chief Executive Officer and Director for Conceptus, Inc., where he led its turnaround and acquisition by Bayer Healthcare in
2013. From 2007 to 2011, Mr. Grossman served as a Managing Director with the Texas Pacific Group, a private equity firm, in their healthcare investment team. Mr. Grossman currently serves as a director for Vyaire, Inc., Outset Medical,
Inc. and Therox, Inc., and has previously served as a director for Thoratec Corporation, Conceptus, Inc., ZELTIQ Aesthetics, Inc., Intuitive Surgical, Inc., Kyphon, Inc. and a number of privately held medical device companies. Mr. Grossman
received a Bachelor of Science in Life Sciences from the Ohio State University and a Master in Business Administration from Pepperdine University.
About
ViewRay
ViewRay
®
, Inc. (Nasdaq: VRAY), designs, manufactures and markets the MRIdian
®
radiation therapy system. MRIdian is built upon a proprietary high-definition MR imaging system designed from the ground up to address the unique challenges and clinical workflow for
advanced radiation oncology helping to transform radiation therapy, resulting in improved treatment outcomes that benefit both patients and health care systems around the world. Unlike MR systems used in diagnostic radiology, MRIdian’s
high-definition MR was purposely built to deliver high-precision radiation without unnecessary beam distortion, and consequently, help to mitigate skin toxicity and other safety concerns that may otherwise arise when high magnetic fields interact
with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
Forward Looking Statements:
This press release contains forward-looking statements. Statements in this press release that are not purely historical are forward-looking statements. These
forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the
forward-looking statements, except as required by law. Investors should consult all of the information set forth herein and should also refer to the risk factor disclosure set forth in the reports and other documents ViewRay files with the SEC
available at
www.sec.gov
, including the risk factors disclosed in ViewRay’s Quarterly Report on Form
10-Q
for the quarter ended March 31, 2018.
Contact:
Investor Relations:
Ajay Bansal
Chief Financial Officer
1-844-MRIdian
(674-3426)
Media Enquiries:
Michael Saracen
Vice President, Marketing
ViewRay, Inc.
Phone: +1
408-242-2994
Email:
media@viewray.com
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