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BEAT > SEC Filings for BEAT > Form 8-K on 1-Aug-2013All Recent SEC Filings

Show all filings for BIOTELEMETRY, INC.

Form 8-K for BIOTELEMETRY, INC.


1-Aug-2013

Change in Directors or Principal Officers, Other Events, Financial Statements


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

As of July 31, 2013, each of the executive officers and directors of CardioNet immediately prior to the Reorganization had been appointed to the same position(s) with BioTelemetry. Each of the directors of BioTelemetry was appointed to serve on the same committees of the Board as such director had served on for the CardioNet Board of Directors immediately prior to the Reorganization. In addition, upon the completion of the Reorganization, the directors and executive officers of Merger Sub immediately prior to the completion of the Reorganization became the directors and executive officers of CardioNet, and will hold such positions until their respective successors are duly elected or appointed and qualified.

As a result of the Reorganization, the CardioNet 2003 Equity Incentive Plan, 2008 Equity Incentive Plan, 2008 Employee Stock Purchase Plan and the 2008 Non-Employee Directors' Stock Option Plan (collectively, the "Company Plans") maintained by CardioNet were assumed by BioTelemetry. All unexercised and unexpired options to purchase CardioNet Common Stock, restricted stock units then outstanding for shares of CardioNet Common Stock and other rights to acquire CardioNet Common Stock under the Company Plans became options to purchase, restricted stock units or other rights to acquire the same number of shares of BioTelemetry Common Stock, subject to the same terms and conditions, including the per share exercise price. In addition, as a result of the Reorganization, BioTelemetry assumed the obligations of CardioNet under various compensatory arrangements with the named executive officers and other executive officers




Item 8.01 Other Events.

As more fully described above under "Introduction," on July 31, 2013, CardioNet and BioTelemetry completed the previously announced Reorganization pursuant to the Reorganization Agreement.

As of July 31, 2013, the common stock of BioTelemetry is deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), BioTelemetry is the successor issuer to CardioNet.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number                                  Description

2.1       Agreement and Plan of Reorganization, dated as of April 22, 2013, by
          and among CardioNet, Inc., BioTelemetry Merger Sub, Inc. and
          BioTelemetry, Inc. (Incorporated by reference to Annex I to the proxy
          statement/prospectus included in BioTelemetry Inc.'s Registration
          Statement on Form S-4 filed with the Securities and Exchange Commission
          on April 22, 2013 (File No. 333-188058))

3.1       Certificate of Incorporation of BioTelemetry, Inc. (Incorporated by
          reference to Annex II to the proxy statement/prospectus included in
          BioTelemetry Inc.'s Registration Statement on Form S-4 filed with the
          Securities and Exchange Commission on April 22, 2013 (File
          No. 333-188058))

3.2       Bylaws of BioTelemetry, Inc. (Incorporated by reference to Annex III to
          the proxy statement/prospectus included in BioTelemetry Inc.'s
          Registration Statement on Form S-4 filed with the Securities and
          Exchange Commission on April 22, 2013 (File No. 333-188058))


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