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 13, 2007
THORATEC CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
California
|
|
000-49798
|
|
94-2340464 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
6035 Stoneridge Drive
Pleasanton, California 94588
(Address of principal executive offices including zip code)
(925) 847-8600
(Registrants 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 Instruction
A.2. below):
|
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
|
|
|
o
|
|
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 Officers. |
(e)
On February 13, 2007, the Compensation and Option Committee of Thoratec Corporation (the
Company), approved the Thoratec Corporation Corporate Executive Incentive Plan FY2007 (the 2007
Corporate Plan), the Thoratec Corporation Cardiovascular Business Executive Incentive Plan FY2007
(the 2007 Cardiovascular Plan), and the International Technidyne Corporation Executive Incentive
Plan FY2007 (the 2007 ITC Plan, and collectively the Plans), pursuant to which certain members
of management, including the current executive officers, may receive bonuses for 2007. Gerhard F.
Burbach, the Companys President and Chief Executive Officer, David V. Smith, the Companys
Executive Vice President and Chief Financial Officer, and David A. Lehman, the Companys Vice
President and General Counsel, are participants in the 2007 Corporate Plan. Lawrence Cohen, the
President of International Technidyne Corporation, the Companys wholly-owned subsidiary, is a
participant in the 2007 ITC Plan, and Jeffrey W. Nelson, President Cardiovascular Division, is a
participant in the 2007 Cardiovascular Plan. The bonuses under each Plan are based on a specified
target bonus percentage of a participants 2007 base salary and are payable based on the
achievement of two Company-oriented financial goals and the achievement of personal performance
objectives individually specified for each participant. The Company-oriented financial goals vary
depending on the specific Plan and are based on Thoratecs 2007 revenue and pre-bonus cash earnings
for the 2007 Corporate Plan, the cardiovascular division 2007 revenue and pre-bonus operating
income for the 2007 Cardiovascular Plan, and ITC 2007 revenue and pre-bonus operating income for
the 2007 ITC Plan. The management business objectives are personalized for each participant. In
addition to the target bonus, a participant may earn an additional bonus amount if the Company, the
Cardiovascular division or ITC exceeds their target cash earnings/operating income goal, as
applicable. Assuming each of the Company-oriented financial goals is achieved in 2007, the target
earnings/income goals are not exceeded, and each of the executive officers achieves all of their
personal performance objectives, the maximum dollar amounts of target bonuses that would be paid to
the executive officers are set forth in the table below.
|
|
|
|
|
Name |
|
Title |
|
2007 Target Bonus |
|
|
|
|
|
Gerhard F. Burbach
|
|
President, Chief Executive Officer and Director
|
|
$320,000 |
|
|
|
|
|
Lawrence Cohen
|
|
President of International Technidyne Corporation
|
|
$210,000 |
|
|
|
|
|
Jeffrey W. Nelson
|
|
President Cardiovascular Division
|
|
$213,500 |
|
|
|
|
|
David V. Smith
|
|
Executive Vice President and Chief Financial Officer
|
|
$255,000 |
|
|
|
|
|
David A. Lehman
|
|
Vice President and General Counsel
|
|
$147,000 |
2