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KNSY > SEC Filings for KNSY > Form 8-K on 16-Mar-2009All Recent SEC Filings

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Form 8-K for KENSEY NASH CORP


16-Mar-2009

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 12, 2009, Ceasar N. Anquillare, resigned, effective immediately, from the Board of Directors (including all Board committees on which he served) of Kensey Nash Corporation (the "Company"). The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Mr. Anquillare became a director of the Company in December 2007, after he was nominated for election by the Board at the Company's 2007 annual meeting of stockholders, pursuant to a settlement agreement entered into with Ramius LLC (f/k/a Ramius Capital Group, L.L.C.) and certain of its affiliates. Mr. Anquillare was a member of the Audit Committee.

Pursuant to a letter agreement dated March 12, 2009 between the Company and Mr. Anquillare entered into in connection with Mr. Anquillare's resignation (the "Letter Agreement"), in recognition of Mr. Anquillare's service during the current fiscal year, 1,305 shares of the restricted common stock of the Company issued to Mr. Anquillare by the Company on December 5, 2007 pursuant to the Company's Amended and Restated Employee Incentive Compensation Plan (the "Plan"), and 2,164 shares of the restricted common stock of the Company issued by the Company to him on December 10, 2008 (in each case representing the shares that would have vested in 2009 if he had remained as a director of the Company on the applicable vesting dates in 2009) vested on the date of his resignation and were no longer subject to forfeiture. The remaining unvested shares of restricted common stock of the Company issued by the Company to him under the Plan have been forfeited back to the Company and will be cancelled.

Also pursuant to the Letter Agreement, the Company agreed to purchase from Mr. Anquillare all 4,775 shares of restricted common stock of the Company issued by the Company to him pursuant to the Plan that have previously vested or vested on the date of his resignation. The total purchase price for these shares is $94,115.25 (or $19.71 per share, which equals the arithmetic average of the closing price per share of the common stock of the Company on the Nasdaq Global Select Market on each of the 30 trading days ending on March 5, 2009, the date immediately preceding the day the Company and Mr. Anquillare reached a preliminary understanding as to the economic terms set forth in the Letter Agreement).

The foregoing description of the Letter Agreement is not complete and is in all respects qualified in its entirety by the actual provisions of the Letter Agreement, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Copies of the resignation submitted by Mr. Anquillare and the press release issued by the Company on March 13, 2009 announcing his resignation are attached hereto as Exhibits 99.2 and 99.3, respectively.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1   Letter Agreement between Ceasar N. Anquillare and Kensey Nash Corporation
       dated March 12, 2009.


--------------------------------------------------------------------------------
99.2   Resignation of Ceasar N. Anquillare from Kensey Nash Corporation's Board of
       Directors dated March 12, 2009.

99.3   Press release issued by the Company on March 13, 2009 announcing the
       resignation of Ceasar N. Anquillare from Kensey Nash Corporation's Board of
       Directors


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