NEVRO CORP FORM 8-K (Current report filing) Filed 04/09/15 for the Period Ending 04/09/15 Address 4040 CAMPBELL AVENUE SUITE 210 MENLO PARK, CA 94025 Telephone 650-251-0005 CIK 0001444380 Symbol NVRO SIC Code 3841 - Surgical and Medical Instruments and Apparatus Fiscal Year 12/31 http://www.edgar-online.com Copyright 2015, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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): April 9, 2015 NEVRO CORP. (Exact name of registrant as specified in its charter) Delaware 001-36715 56-2568057 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 4040 Campbell Avenue Menlo Park, CA 94025 (Address of principal executive offices, including Zip Code) Registrant s telephone number, including area code: (650) 251-0005 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))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer. On April 9, 2015, Nevro Corp. (the Company ) appointed Doug Alleavitch, age 54, Vice President, Quality and Operations and as an executive officer of the Company. Prior to joining the Company and since October 2009, Mr. Alleavitch served as Vice President, Operations and Quality Assurance at AEGEA Medical, Inc., a medical device company, where he oversaw the manufacture of and quality assurance procedures for AEGEA Medical. From August 2007 to September 2009, Mr. Alleavitch served first as Senior Director, Manufacturing and later as Vice President, Operations at AngioScore, Inc., a medical device company, where he oversaw AngioScore s production, supply chain management and manufacturing engineering. From February 2002 to July 2007, Mr. Alleavitch served first as Director, Quality Assurance and later as Director, Operations at Boston Scientific, a medical device company. Mr. Alleavitch received a B.S. in Chemical Engineering from Cornell University, an M.S. in Industrial Engineering and an M.B.A. from the University of Illinois and an M.S. in Chemical Engineering from the Illinois Institute of Technology. Pursuant to an offer letter between Mr. Alleavitch and the Company, Mr. Alleavitch will receive an annual base salary of $291,000 and a onetime signing bonus in the amount of $20,000, less applicable withholdings. Mr. Alleavitch is also eligible to receive an annual incentive bonus targeted at 40% of his annual base salary to be awarded based on the achievement of certain corporate and individual goals established by our Compensation Committee, and certain other benefits. Additionally, the Company has agreed to grant Mr. Alleavitch a stock option to purchase 36,500 shares of the Company s common stock at an exercise price equal to the closing price of the Company s common stock as listed on The New York Stock Exchange on the date of grant, which is expected to be April 10, 2015, pursuant to the Company s 2014 Equity Incentive Award Plan. The option grant shall vest as to 25% of the shares upon the one-year anniversary of Mr. Alleavitch s start date and 1/48th of the shares subject to the grant will vest on each successive month following the one-year anniversary of Mr. Alleavitch s start date, subject to Mr. Alleavitch s continued service to the Company, until vested in full on the fourth anniversary of Mr. Alleavitch s start date. The Company also entered into its standard form change in control severance agreement with Mr. Alleavitch on terms consistent with its agreements with its non-ceo executive officers. The agreement provides that, in the event Mr. Alleavitch s employment is terminated by the Company other than for cause (as defined therein) or Mr. Alleavitch experiences a constructive termination (as defined therein), Mr. Alleavitch will receive as severance six months of base salary in a single cash lump sum payment and six months of COBRA reimbursement; provided, that if the termination or resignation occurs within the period commencing three months prior to a change in control (as defined therein) and ending 12 months after a change in control, the severance will consist of 12 months of base salary paid in a single cash lump sum, 100% of Mr. Alleavitch s target bonus paid in a single cash lump sum, 12 months of COBRA reimbursement and full vesting acceleration for each stock option and other equity award held by Mr. Alleavitch. Mr. Alleavitch must timely deliver an effective release of claims to us in order to be eligible for the foregoing severance benefits. Mr. Alleavitch and the Company also intend to enter into the Company s standard form of indemnification agreement. The foregoing description of the material terms of the offer letter is qualified in its entirety by the full terms of the offer letter filed herewith as Exhibit 10.1. The foregoing description of the material terms of the change in control severance agreement is qualified in its entirety by the full terms of the form of change in control severance agreement filed as Exhibit 10.20 to the Company s Registration Statement on Form S-1, as amended (File No. 333-199156). Effective as of April 30, 2015, Balakrishnan Shankar, the Company s former Vice President, Operations, is leaving the Company to pursue other interests. Item 9.01 Financial Statements and Exhibits. Reference is made to the Exhibit Index attached hereto.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NEVRO CORP. Date: April 9, 2015 By: /s/ Andrew H. Galligan Andrew H. Galligan Chief Financial Officer
EXHIBIT INDEX Exhibit No. Description 10.1 Offer Letter, dated as of March 30, 2015, by and between Nevro Corp. and Doug Alleavitch.
Exhibit 10.1 4040 Campbell Avenue, Suite 210, Menlo Park CA 94025 March 30, 2015 Dear Doug, On behalf of Nevro Corp (the Company or NEVRO ), we are very pleased to offer you the position of VP, Quality and Operations. This position reports to the Chairman and Chief Executive Officer. Your targeted start date with NEVRO will be April 1, 2015 or sooner. During the month of April, we are aware that you have an outside obligation of three days of which these days will be paid by Nevro. This is an exempt position and your base salary is $24,250.00 per month (annualized at $291,000.00), payable in accordance with the Company s standard payroll schedule for exempt employees. You will also be eligible for a performance based discretionary cash bonus up to 40%. The Company will recommend to the Board of Directors that they grant you a Stock Option grant of 36,500 shares. These stock options and the strike price are subject to approval by the Board of Directors. The Company s Stock Incentive Plan (the SIP ) provides for a four year vesting schedule under which, subject to your continuous service with the Company, your grant would vest 12/48 th on the first anniversary of your employment and 1/48 th of the total shares beginning in month 13 of your employment until fully vested on the fourth anniversary of your employment with NEVRO. In addition, Nevro will provide you with a one time sign-on bonus in the amount of $20,000, less applicable withholdings. During the term of your employment, you will be eligible to participate in the Company s standard benefits to include group life, group disability, medical, dental, and vision. All benefits and employee co-pay amounts are described in Nevro s Benefits Overview/Employee Handbook, and are subject to change from time-to-time. As a condition of employment with NEVRO, you will be required to sign a Proprietary Information and Inventions Agreement, which includes confidentiality and nondisclosure agreements and assignment to NEVRO of your inventions during employment involving products, procedures or processes with which you will be involved at NEVRO. You will also be required to sign an acknowledgement that you have read, understand, and will comply with our Code of Business Conduct and Ethics and its related Policies and Procedures. Although we hope that your employment with NEVRO is mutually satisfactory, please note that your employment at NEVRO is at will. This means that you may resign from NEVRO at any time with or without cause, and NEVRO has the right to terminate your employment relationship with or without cause at any time. Neither this letter nor any other communication, either written or oral, should be construed as a contract of employment for any particular duration. Our offer is contingent on (a) a satisfactory background investigation including drug screening and satisfactory credit check investigation (if applicable), (b) your being able to deliver to NEVRO satisfactory evidence of identity and employment eligibility as required by Federal law on your
Page 2 start date and (c) your providing NEVRO with evidence satisfactory to NEVRO that you have no conflicting obligations to or agreements with any third parties that could (i) have an adverse impact on your ability to properly discharge your responsibilities to NEVRO or (ii) give rise to a third party claim to any intellectual property developed by NEVRO or by you on behalf of NEVRO during your employment with the Company. We are very excited about the prospect of you joining NEVRO as a key member of our team. Your active involvement will be critical in ensuring that we are successful in building the company to the level of achievement which we know is possible. We request that you indicate acceptance of our offer no later than Wednesday, April 1, 2015, by 12:00 pm at which time this offer will expire if not accepted. To accept our offer, please sign and date this letter below, retain one copy for your records and return the other copy. Please feel free to call me at 650-433-3230 with any questions you may have. Sincerely, /s/ Michael DeMane Michael DeMane Chairman and Chief Executive Officer Agreed to and Accepted: /s/ Doug Alleavitch Doug Alleavitch Date: April 2, 2015