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): March 13, 2006
DIAMETRICS MEDICAL, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Minnesota
|
|
0-21982
|
|
41-1663185 |
|
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.) |
6245 Bristol Parkway #263, Culver City, California 90230
(Address of principal executive offices)
Registrant’s telephone number, including area code: (310) 745-1652
5710 Crescent Park East, Suite 334, Playa Vista, California 90094
(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 Principal Officers; Election of Directors;
Appointment of Principal Officers |
Effective as of March 13, 2006, the Board of Directors of the Registrant appointed Paul
Galleberg to the Board and also appointed him Committee Chair of the Compensation Committee of the
Board.
Mr. Galleberg, 45, has over 20 years’ experience in business development, law, corporate
finance and general management. From 2000 to the present, Mr. Galleberg has been Senior Vice
President, General Counsel and Secretary of Infonet Services Corporation, one of the world’s
largest managed data network services providers. Mr. Galleberg played a key role in the sale of
Infonet to BT Group plc, a transaction valued at approximately $1 billion that closed in February,
2005. Prior to joining Infonet, Mr. Galleberg was with Latham & Watkins, an international law firm,
from 1986 through 2000. At Latham & Watkins, Mr. Galleberg focused on creating and operating
strategic alliances and on private company representation, particularly in the satellite,
telecommunications and media sectors. Mr. Galleberg received a J.D., cum laude, from Harvard Law
School and an A.B., with highest distinction, from the University of Michigan.
Pursuant to a Letter Agreement between Mr. Galleberg and the Registrant, Mr. Galleberg will
receive $500 for each meeting of the Board he attends plus reimbursement for out-of-pocket business
expenses. Furthermore, upon the Registrant’s adoption of an employee equity compensation plan, the
Registrant will issue stock options to Mr. Galleberg for 0.3% of the fully-diluted common stock of
the Registrant. These options will have a strike price equal to the fair market value of the
Registrant’s common stock at the time of grant, and will vest in full upon the earlier of (i) six
months from the date of Mr. Galleberg’s appointment, or (ii) the consummation of a change of
control involving the Registrant. The options will be exercisable for a period of five years after
the date of grant, subject to acceleration if Mr. Galleberg is no longer a member of the Board.
While Mr. Galleberg remains a member of the Board, he will be eligible to receive additional annual
stock option grants as determined by the Compensation Committee.
|
|
|
| Item 9.01. |
|
Financial Statements and Exhibits. |
| |
99.1 |
|
Letter re appointment of Paul Galleberg to the Board of Directors
of the Registrant |