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 12, 2018
PRESBIA PLC
(Exact Name of Registrant as Specified in Charter)
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Ireland
(State or Other Jurisdiction
of Incorporation)
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001-36824
(Commission
File Number)
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98-1162329
(IRS Employer
Identification No.)
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17 Corrig Road, Suite 7
Sandyford, Dublin 18 Ireland
(Address of Principal Executive Offices)(Zip Code)
+353 (1) 659 9446
Registrant's Telephone Number
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:
☐ 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 Rule 405 of the Securities Act of 1933 (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.
☒
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compen
satory Arrangements of Certain Officers.
On February 12, 2018, Presbia PLC (the “Company”) announced that it appointed Casey Jean Lind, age 55, as chief operating officer, and promoted Dr. Magda Michna, age 42, to chief clinical officer.
Prior to joining Presbia, from October 2017 to February 2018, Ms. Lind was the managing member of Pathfinder Global Way, LLC, a private consulting company. Prior to that, from 1998 to June 2017, Ms. Lind worked for Alcon, a Novartis (NYSE: NVS) company, where she held positions of increasing responsibilities, including leading the early Surgical Glaucoma and Drug Delivery R&D teams and most recently as a Project Head for the Retina group. Ms. Lind has numerous issued patents focused on drug delivery, injection control, MEMS based posterior segment drainage and flow, and manufacturing processes for phase transition drug formulations. Ms. Lind has an active role at both the national and local level in Ophthalmic World Leaders (OWL). She is an OWL Champion Member and contributes at the national level on the Executive Membership Committee, and locally, by actively planning and moderating Southern California OWL chapter meetings. Ms. Lind is a graduate of Iowa State University, with a degree in Business, and received her MBA from Webster University.
Dr. Magda Michna joined Presbia as Vice President of Clinical Affairs in February 2017. Prior to joining Presbia, from October 2012 to February 2017, Dr. Michna lead clinical development for surgical products at Alcon, a Novartis (NYSE: NVS) company. Prior to Alcon, she worked in clinical research for Johnson and Johnson Vision Care, Inc., a subsidiary of Johnson & Johnson (NYSE: JNJ). Her academic research was conducted at the McGill University School of Ophthalmology. Dr. Michna is a US representative on the ISO committee for ophthalmic implants.
There are no family relationships between Dr. Michna, Ms. Lind and any director or executive officer of the Company. Neither Dr. Michna nor Ms. Lind has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Lind will receive an annual base salary of $300,000 and will be awarded 120,000 restricted share units. Dr. Michna receives an annual base salary of $330,000 and is eligible for an annual bonus of up to $100,000. Her employment letter provides that she will receive an aggregate of 210,000 restricted share units. In addition, in the event her employment is terminated without “cause” (as defined in her employment letter), Dr. Michna will be entitled to receive the following severance benefits: (i) continuation of her base salary in effect immediately prior to the termination of her employment for a period of three months after the effective date of termination; (ii) continuation of group health plan benefits, with the employee's healthcare continuation payments waived by the Company until the earlier of (x) three months after termination and (y) the date Dr. Michna becomes eligible for benefits through another employer; and (iii) her grant of 70,000 restricted share units will vest in full upon such termination.
The above description of the terms of Dr. Michna’s offer letter does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit to this Current Report on Form 8-K.
A copy of a press release regarding
the appointment of Ms. Lind and promotion of Dr. Michna
is attached to t
his Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
10.1
Employment Letter, effective as of January 1, 2018, between the Company and Dr. Michna.
99.1
Press Release dated February 13, 2018.
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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PRESBIA PLC
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By:
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/s/ Richard Fogarty
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Name:
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Richard Fogarty
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Title:
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Chief Accounting Officer
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Dated: February 13, 2018
Exhibit 10.1
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Mailing Address:
PresbiBio LLC
8845 Irvine Center Drive, Suite 100 Irvine, CA 92618 USA
Tel: +1-949-502-7010
Fax: +1-323-832-8447
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February 1, 2018
Ms. Casey Lind
Casey.lind1@gmail.com
RE:
OFFER OF EMPLOYMENT, VIA
E-MAIL
Dear Ms. Lind:
PresbiBio LLC is pleased to offer you an opportunity to join our company as a/an Chief Operating Officer in the Operations Department located at 8845 Irvine Center Drive in Irvine. This position will report to Chief Executive Officer. The terms for this position are outlined below:
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Title:
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Chief Operating Officer
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Level:
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Officer
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Start
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Date:February 12,
2018
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Pay
Rate:
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A pay rate of $12,500 paid on a semi-monthly basis (the 15
th
and the end of the month). This is an annualized
pay of
$300,000.
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RSU’s:
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You will be awarded 120,000 restricted share units (RSU’s) 50% of which will vest on December 31, 2020 and 50% of which will vest on December 31, 2022. All RSUs under the Awards will be subject to forfeiture if you incur a “Termination of Employment” (as defined by the Plan) prior to the applicable vesting event/date. All RSUs will become vested in the event that a “Change of Control” of Presbia (as defined by the Plan) occurs, provided that you have not previously incurred a Termination of
Employment.
Complete terms of the Awards will be set forth in Restricted Share Unit Grants Agreements which will be provided separately.
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Employment
Status:
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Exempt, Full-Time
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This position is considered an exempt position for the purpose of wage-hour law which means that you will not be eligible for overtime pay for hours actually worked in excess of 40 hours in a given work week, or 8 hours in a work day.
EN ISO 13485 Certified
Exhibit 10.1
As a full-time employee you will also be eligible to participate in all PresbiBio’s benefit programs. Participation in all benefit programs, except 401(K), begin the first of the month following the date of hire; 401(K) becomes effective the first of the month following ninety (90) days of employment.
All
benefit coverage requires that you complete the required enrollment
forms.
Should you accept
this
offer, your
continued employment will
require both
satisfactory
job
performance
and
compliance
with PresbiBio
policies. Your compliance
with these
policies includes
your
responsibility
to respect
the
highest level
of
privacy
and
confidentiality
for
all
information
related to
PresbiBio business.
The
employment regulations
require that you
complete
a
Form
W-4
tax
form
and
Form
I-9
upon
employment providing verification
of
your legal
right
to
work
in
the U.S. You
will need
to
bring
documentation
that
shows
proof
of
identity and proof
of
eligibility
to
work
in
the
U.S. when
you begin
employment.
This
offer
is
contingent
upon
satisfactory validation
of
your
background
and
reference
checks, signing
an
at-will
agreement,
an
arbitration agreement
and a
confidentiality agreement
before
beginning employment.
The
“Employment At-Will Relationship,”
is
a
document which provides
that either you
or
PresbiBio
may
at
any
time terminate
the
employment relationship between
you
and
PresbiBio
for any
reason
or no
reason, with
or
without
cause,
and
with
or
without
notice.
This
employment at-will relationship will
be in
effect
at
all
times
during your employment
at
PresbiBio.
To
acknowledge
your acceptance
of this
employment
offer, please sign
and
return
this
letter
as
soon
as
possible.
This
Offer
of
Employment remains valid
through
February
5,
2018.
We look forward to you joining PresbiBio LLC.
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Sincerely,
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Fabian Speights
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Vice President, Human Resources
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Attachments:
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At-Will Agreement
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Arbitration Agreement
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Confidentiality Agreement
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Benefits Summary
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Health Care Reform
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I-9 Sample
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Accepted:
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Date: 2/2/2018
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Casey Lind
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EN ISO 13485 Certified
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Exhibit 99.1
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February 13, 2018
Presbia Announces New Management Appointments
DUBLIN--(BUSINESS WIRE)-- Presbia PLC (NASDAQ: LENS, or the “Company”), an ophthalmic device company and leader in near-vision restoration, announced that Casey Lind has been appointed as Chief Operating Officer effective February 12, 2018. As Chief Operating Officer, Ms. Lind is responsible for the Company’s manufacturing, engineering, quality and IT departments. Ms. Lind brings over 30 years of experience, including 29 years at Alcon where she was in senior leadership positions across manufacturing, global supply chain, and research & development. Ms. Lind has numerous issued patents ranging from drug delivery and injection control of manufacturing processes for phase transition drug formulations. Ms. Lind also has an active role at both the national and local levels in Ophthalmic World Leaders (OWL). Ms. Lind is a graduate of Iowa State University, with a degree in Business, and received her MBA from Webster University.
In addition, the Company announced that Dr. Magda Michna, PhD will become Chief Clinical Officer, also effective February 12, 2018. Dr. Michna will increase her responsibility overseeing clinical affairs to also include the Company’s medical affairs and regulatory functions. Dr. Michna joined the Company in February 2017 as VP of Clinical Affairs, bringing more than 12 years of experience in ophthalmic clinical research and development. Prior to Presbia, Dr. Michna worked at Alcon, Johnson & Johnson Vision, and in academic research at the McGill University School of Ophthalmology.
“We have assembled a leading ophthalmic management team at Presbia,” said Mark Yung, Chairman and CEO of Presbia. “I am looking forward to working with Casey and Magda, given their extensive ophthalmic experience, and the rest of the team to advance the Flexivue Microlens™ as an FDA-approved optical lens implant that is available to the global presbyopia market.”
Forward-Looking Statements
This release contains "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Information provided and statements contained in this press release that are not purely historical are forward-looking statements. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions. Such forward-looking statements only speak as of the date of this press release and Presbia assumes no obligation to update the information included in this press release. Statements made in this press release that are forward-looking in nature may involve risks and uncertainties, including, but not limited to, the factors listed under "Risk Factors" in our annual report on Form 10-K for the year ended December 31, 2016, quarterly reports on Form 10-Q, and other reports that Presbia files with the SEC. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Although Presbia believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Presbia also disclaims any
obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.
About Presbia
Presbia PLC (NASDAQ:LENS) is an ophthalmic device company that has developed and is currently marketing the presbyopia-correcting Presbia Flexivue Microlens™, a miniature lens that is implanted in a corneal pocket created by a femtosecond laser. The Presbia Flexivue Microlens™ has received a CE mark for the European Economic Area, allowing the lens to be marketed in over 30 countries across Europe. A staged pivotal U.S. clinical trial for the Presbia Flexivue Microlens™ commenced in 2014.
Presbia PLC
Rick Fogarty, 949-502-7036
rick@presbia.com
Monica Yamada, 323-860-4903
monica@presbia.com