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 9, 2021
ViewRay, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-37725 |
42-1777485 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2 Thermo Fisher Way Oakwood Village, Ohio |
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44146 |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (440) 703-3210
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 |
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VRAY |
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The Nasdaq Global Market |
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On February 9, 2021, D. Keith Grossman advised the Board of Directors (the “Board”) of ViewRay, Inc. (the “Company”) of his resignation from the Board, effective immediately. Mr. Grossman’s resignation from the Board did not result from a disagreement with the Company or any of its officers or other directors on any matters relating to the operations, policies or practices of the Company.
Appointment of Director
On February 9, 2021, to fill the vacancy created by Mr. Grossman’s resignation, the Board appointed Phillip M. Spencer to the Board, effective immediately. Mr. Spencer will serve as a Class I director with an initial term expiring at the Company’s 2022 Annual Meeting of Shareholders. Additionally, Mr. Spencer has been appointed to serve on the Compensation Committee of the Board.
Mr. Spencer has over 20 years of leadership experience in the cable and technology industries. He has served as President and CEO as well as a member of the board of directors of MBI (Mega-Broadband Investments), a private cable and communications company, since 2018. Mr. Spencer serves as a member of the board of directors of Halftime Institute, a leadership organization, since October 2020. He served as a member of the board of directors of the Truman Medical Foundation, a non-profit medical provider that serves as the public health system for residents of Jackson County and Kansas City, Missouri, from August 2015 to August 2018. Mr. Spencer served as the CEO and a member of the board of directors for Rural Broadband Investments LLC, a rural cable provider, from October 2012 until its acquisition in May 2017. He holds a B.S. from Marquette University. We believe Mr. Spencer is qualified to serve on our board of directors based on his extensive technical experience and operational leadership expertise.
There is no arrangement or understanding between Mr. Spencer and any other person pursuant to which he was appointed as a director of the Company. Additionally, there is no transaction between Mr. Spencer and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Board has determined that Mr. Spencer is independent under the listing standards of the NASDAQ Global Market.
As a non-employee director, Mr. Spencer will receive the compensation paid to all non-employee directors of the Company.
Item 8.01 Other Events.
On February 11, 2020, the Company issued a press release entitled “ViewRay Announces Appointment of Phillip M. Spencer to its Board of Directors.” Attached hereto as Exhibit 99.1 and incorporated herein by reference, is a copy of the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 thereunto duly authorized.
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VIEWRAY, INC. |
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Date: February 11, 2021 |
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By: |
/s/ Robert S. McCormack |
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Robert S. McCormack |
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Senior Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
ViewRay Announces Appointment of Phil Spencer to its Board of Directors
CLEVELAND, February 11, 2021 — ViewRay, Inc. (Nasdaq: VRAY) announced the appointment of Phil Spencer to its Board of Directors, effective February 9, 2021.
Mr. Spencer has a long track record of delivering substantial financial value as a CEO and board member over the last 20 years. He is currently the President and CEO of Mega-Broadband Investments (MBI), a private-equity backed top-10 US cable operator that acquires and invests in rural-focused cable systems. MBI recently acquired Northland Communications, Eagle Communications, Vyve Broadband, and FamilyView Cable, and currently passes 650,000 homes & businesses in fifteen states.
Prior to MBI, Phil was Chief Executive Officer of NewWave Communications which was acquired by CableOne (NYSE-CABO). He previously held numerous other CEO and Board of Director roles. A Marquette University graduate, Mr. Spencer holds a bachelor’s degree in Economics and Finance.
"ViewRay is a leading innovator with a promising opportunity to become the standard of care in radiation oncology," stated Phil Spencer. "I look forward to serving on the board and being part of a team that is making a profound impact on cancer patients around the world.”
ViewRay also announced that D. Keith Grossman has retired from its Board of Directors, effective February 9, 2021.
"It has been a privilege to serve on ViewRay's board over the last several years. I have watched the transition from an early-stage, innovative technology company to a mature organization with world class capabilities. I believe ViewRay will fulfill their mission of ‘treating and proving what others can’t’ as they execute on the promising opportunity in front of them," said Keith Grossman.
"On behalf of ViewRay, I wish to thank Keith for the meaningful impact he has made while serving on our board. He has been a key partner and thought leader, and we wish him all the best. Concurrent with Keith’s departure, we are delighted to welcome Phil to our board. He is an impressive leader with an extensive track record of creating shareholder value, and we look forward to his many contributions,” said Dan Moore, Chairman of the Board of ViewRay.
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. Unlike MR systems used in diagnostic radiology, MRIdian’s high-definition MR was purpose built to address specific challenges, including beam distortion, skin toxicity, and other concerns that potentially may arise when high magnetic fields interact with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
ViewRay is a medical device manufacturer and cannot and does not recommend specific treatment approaches. Individual results may vary. The results described herein may not be predictive
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are
forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades, and installations, ViewRay's anticipated future operating and financial performance, and ViewRay's conference calls to discuss its quarterly results. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize MRIdian Linac System, demand for ViewRay's products, the ability to convert backlog into revenue, the timing of delivery of ViewRay's products, the timing, length, and severity of the recent COVID-19 (coronavirus) pandemic, including its impacts across our businesses on demand, operations and our global supply chains, the results and other uncertainties associated with clinical trials, the ability to raise the additional funding needed to continue to pursue ViewRay's business and product development plans, the inherent uncertainties associated with developing new products or technologies, competition in the industry in which ViewRay operates, and overall market conditions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to ViewRay's business in general, see ViewRay's current and future reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and its Quarterly Reports on Form 10-Q, as updated periodically with the company's other filings with the SEC. 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.
Media Enquiries:
Karen Hackstaff
Vice President, Strategy and Brand
ViewRay, Inc.
1-844-MRIdian (674-3426)
media@viewray.com
Investor Relations:
Michaella Gallina
Vice President, Chief of Staff, Head of Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
investors@viewray.com
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