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HART > SEC Filings for HART > Form 8-K on 6-Nov-2013All Recent SEC Filings

Show all filings for HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for HARVARD APPARATUS REGENERATIVE TECHNOLOGY, INC.


6-Nov-2013

Entry into a Material Definitive Agreement, Mater


Item 1.01. Entry into a Material Definitive Agreement.

COMPLETION OF SPIN-OFF

On November 1, 2013, the previously announced spin-off of Harvard Apparatus Regenerative Technology, Inc. ("HART," the "Company," "our," "us" or "we") from Harvard Bioscience, Inc. ("Harvard Bioscience") was completed. HART became an independent company that operates the regenerative medicine business previously owned by Harvard Bioscience. The spin-off was completed through the distribution to Harvard Bioscience's stockholders of record of all the shares of common stock of HART (the "Distribution"). In the Distribution, Harvard Bioscience distributed to its stockholders one share of HART common stock for every four shares of Harvard Bioscience common stock outstanding as of the close of business of Harvard Bioscience on October 21, 2013, the record date for the Distribution.

In connection with the spin-off, on October 31, 2013, HART entered into several definitive agreements with Harvard Bioscience that, among other things, effect the spin-off and provide a framework for its relationship with Harvard Bioscience after the spin-off, including the following agreements:

a Separation and Distribution Agreement;

an Intellectual Property Matters Agreement;

a Product Distribution Agreement;

a Tax Sharing Agreement;

a Transition Services Agreement; and

a Sublease.

The principal agreements described below are filed as exhibits to this Form 8-K (Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5, respectively), and the summaries of each of these agreements below set forth the terms of the agreements that we believe are material. These summaries are qualified in their entireties by reference to the full text of the applicable agreements, which are incorporated by reference into this Form 8-K.

Separation and Distribution Agreement

The separation and distribution agreement sets forth the agreements between us and Harvard Bioscience regarding the principal corporate transactions required to effect our separation from Harvard Bioscience (the "Separation") and the Distribution, and other agreements governing the relationship between Harvard Bioscience and us.

The Separation

The separation and distribution agreement identifies the assets transferred, liabilities assumed and contracts assigned to each of us and Harvard Bioscience as part of the separation of Harvard Bioscience into two companies, and provides for when and how these transfers, assumptions and assignments have and will occur. In particular, the separation and distribution agreement provides, among other things, that, subject to the terms and conditions contained therein:

certain assets related to the businesses and operations of Harvard Bioscience's regenerative medicine business, which we refer to as the HART Assets, have and will be transferred to us or one of our subsidiaries;

certain liabilities (including whether accrued, contingent or otherwise) arising out of or resulting from the HART Assets, and other liabilities related to the businesses and operations of Harvard Bioscience's regenerative medicine business, which we refer to as the HART Liabilities, have been and will be retained by or transferred to us or one of our subsidiaries;

all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the HART Assets and HART Liabilities (such assets and liabilities, other than the HART Assets and the HART Liabilities, are referred to as the Excluded Assets and Excluded Liabilities, respectively) will be retained by or transferred to Harvard Bioscience or one of its subsidiaries; and

certain shared contracts will be assigned, in part to us or our applicable subsidiaries or be appropriately amended.

Except as may expressly be set forth in the separation and distribution agreement or any other transaction agreements, all assets will be transferred on . . .



Item 3.03 Material Modification to the Rights of Security Holders.

Please see the disclosure set forth under Item 1.01 in the Section entitled "Shareholder Rights Plan", which is incorporated by reference into this Item 3.03.



Item 5.01 Changes in Control of Registrant.

HART was a 100% owned subsidiary of Harvard Bioscience immediately prior to the Distribution. On November 1, 2013, Harvard Bioscience completed the distribution of 100% of the outstanding capital stock of HART to holders of Harvard Bioscience common stock on the record date of October 21, 2013. Harvard Bioscience holders of record received one share of HART common stock for every four shares of Harvard Bioscience common stock. Following completion of the distribution, HART is an independent, publicly traded company, and Harvard Bioscience retains no ownership interest in HART. The description of the spin-off included under Item 1.01 of this Current Report on Form 8-K is incorporated in this Item 5.01 by reference.



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

Employment Agreements

In connection with the Distribution, on October 31, 2103 we entered into Employment Agreements with David Green, our President and Chief Executive Officer, and Thomas McNaughton, our Chief Financial Officer, that each have a term that commenced upon the Distribution. The material terms of those agreements are summarized below. Such Employment Agreements are attached as Exhibits 10.6 and 10.7 to this Form 8-K. The description of the employment agreements below does not purport to be complete and is qualified in its entirety by reference to the respective Employment Agreements which are incorporated herein by reference.

David Green

Mr. Green's employment agreement has a term of two years, but shall automatically renew for successive two year periods unless either party provides 90 days' notice that it does not wish to extend the agreement. Mr. Green's employment agreement provides for an annual base salary in the amount of five hundred four thousand seven hundred dollars ($504,700) which shall be reevaluated on an annual basis by the Board of Directors or the compensation committee. Mr. Green will be eligible to receive cash incentive compensation as determined by the Board of Directors or the compensation committee, and shall also be eligible to participate in all of our employee benefit plans, including without limitation, retirement plans, stock option plans, and medical insurance plans. Mr. Green is also entitled to use a car leased for him by us.

Mr. Green's employment agreement also provides for payments to be made to Mr. Green in the event of his termination under certain circumstances. If Mr. Green's employment is terminated by us without "cause" (as such term is defined in Mr. Green's employment agreement) or by Mr. Green for "good reason" (as such term is defined in Mr. Green's employment agreement), we are obligated to pay Mr. Green two times the sum of his average annual base salary for the prior three fiscal years or annual salary for the prior fiscal year, whichever is higher, and his average annual cash incentive compensation for the prior three fiscal years or annual cash incentive compensation for the prior fiscal year, whichever is higher. Such payment is conditioned upon Mr. Green's execution of a general release of claims against us. In addition, all of Mr. Green's stock options or stock based awards that would otherwise vest within the 24 month period following such termination shall accelerate and become immediately exercisable. We shall continue to pay health insurance premiums for health insurance coverage for Mr. Green and his immediate family for a period of one year following his termination without cause or for good reason.

Mr. Green may also be entitled to certain payments in the event of a change in control of our company following the Distribution. If Mr. Green's employment is terminated by us without cause or by Mr. Green for good reason within 18 months of a change in control of our company, Mr. Green is entitled to receive a lump sum cash payment in an amount equal to three times the sum of Mr. Green's most recent annual salary and his most recent cash incentive compensation. In addition, in the event of a change in control, all of Mr. Green's stock options or stock based awards shall accelerate and become immediately exercisable. We shall continue to pay health insurance premiums for health insurance coverage for Mr. Green and his immediate family for a period of one year following his termination as a result of a change in control. Mr. Green will not be entitled to severance payments unless mutually agreed upon in writing if Mr. Green is terminated for cause, due to death or disability, or he terminates his employment without good reason. In the event Mr. Green is terminated due to death or disability, we shall continue to pay health insurance premiums for health insurance coverage for Mr. Green and his immediate family for a period of one year following his termination. Mr. Green is also eligible to receive a gross up payment in the event that any amounts received pursuant to the terms of his employment agreement are subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, or any interest or penalties on such excise tax are incurred by Mr. Green. Such payment shall be equal to the amount of (i) the excise tax, (ii) any federal, state or local tax resulting from the gross up payment and (iii) any interest and/or penalties assessed with respect to such excise tax.

Pursuant to the terms of his employment agreement, Mr. Green is also subject to certain confidentiality, non-solicitation and non-competition obligations. The non-solicitation and non-competition obligations survive during the term of his agreement and for a period of 12 months thereafter.

For purposes of Mr. Green's employment agreement, "cause" shall mean: (A) conduct by Mr. Green constituting a material act of willful misconduct in connection with the performance of his duties; (B) criminal or civil conviction of Mr. Green, a plea of nolo contendere by Mr. Green or conduct by Mr. Green that would reasonably be expected to result in material injury to our reputation if he were retained in his position with us; (C) continued, willful and deliberate non-performance by Mr. Green of his duties; (D) a breach by Mr. Green of his confidentiality, non-solicitation and non-competition obligations to us; or (E) a violation by Mr. Green of our employment policies. For purposes of Mr. Green's employment agreement, "good reason" shall mean the occurrence of any of the following events: (A) a substantial diminution or other substantive adverse . . .



Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Distribution, the Board adopted a Code of Business Conduct and Ethics for employees, directors and officers. A copy of such Code of Business Conduct and Ethics will be available soon under the Investor Relations section of our website, http://www.harvardapparatusregen.com/.



Item 8.01 Other Events.

On November 1, 2013, Harvard Bioscience issued a press release announcing the completion of the spin-off. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description of Exhibit
2.1      Separation and Distribution Agreement between Harvard Apparatus
          Regenerative Technology, Inc. and Harvard Bioscience, Inc. dated as of
          October 31, 2013.

3.1       Certificate of Designations, Preferences and Rights of Series A
          Preferred Stock of Harvard Apparatus Regenerative Technology, Inc.
          classifying and designating the Series A Junior Participating Cumulative
          Preferred Stock, filed as an exhibit to the Company's Registration
          Statement on Form 8-A filed with the SEC on October 31, 2013.

4.1       Shareholder Rights Agreement, dated as of October 31, 2013, between
          Harvard Apparatus Regenerative Technology, Inc. and Registrar and
          Transfer Company, as Rights Agent, filed as an exhibit to the Company's
          Registration Statement on Form 8-A filed with the SEC on October 31,
          2013.

10.1      Intellectual Property Matters Agreement between Harvard Apparatus
          Regenerative Technology, Inc. and Harvard Bioscience, Inc. dated as of
          October 31, 2013.

10.2      Product Distribution Agreement between Harvard Apparatus Regenerative
          Technology, Inc. and Harvard Bioscience, Inc. dated as of October 31,
          2013.

10.3      Tax Sharing Agreement between Harvard Apparatus Regenerative Technology,
          Inc. and Harvard Bioscience, Inc. dated as of October 31, 2013.

10.4      Transition Services Agreement between Harvard Apparatus Regenerative
          Technology, Inc. and Harvard Bioscience, Inc. dated as of October 31,
          2013.

10.5      Sublease by and between Harvard Apparatus Regenerative Technology, Inc.
          and Harvard Bioscience, Inc. dated as of October 31, 2013.

10.6#     Employment Agreement between Harvard Apparatus Regenerative Technology,
          Inc. and David Green dated as of October 31, 2013.

10.7#     Employment Agreement between Harvard Apparatus Regenerative Technology,
          Inc. and Thomas McNaughton dated as of October 31, 2013.

99.1      Press Release issued by Harvard Bioscience on November 1, 2013.

The schedules and exhibits to the Separation Agreement have been omitted. A copy of any omitted schedule or exhibit will be furnished to the SEC supplementally upon request.

# Management contract or compensatory plan or arrangement.

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