atrc-20210615x8k
false000132388500013238852021-06-152021-06-15

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 15, 2021

 

AtriCure, Inc.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other jurisdiction of incorporation)

000-51470

(Commission File Number)

34-1940305

(IRS Employer Identification No.)

7555 Innovation Way, Mason OH 45040

(Address of Principal Executive Offices, and Zip Code)

(513) 755-4100

(Registrant’s 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):

 

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.001 par value

ATRC

NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ 

 


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

Effective June 15, 2021 the Board of Directors (the “Board”) of AtriCure, Inc. (the “Company”) elected Deborah H. Telman and Maggie Yuen to serve as Directors until the next Annual Meeting of Stockholders. The Board has determined that each of Ms. Telman and Ms. Yuen is an independent director in accordance with guidelines that the Company has adopted, which also comply with the listing standards set forth by The NASDAQ Stock Market. Ms. Telman was appointed to the Nominating and Corporate Governance Committee; Ms. Yuen was appointed to the Audit Committee.

Ms. Telman has served as the General Counsel of Organon & Co. (NYSE: OGN) since March 2021. Previously, Ms. Telman served as Senior Vice President, General Counsel & Corporate Secretary of Sorrento Therapeutics, Inc., a biopharmaceutical company, from 2018 to 2020. Prior to joining Sorrento, Ms. Telman held several senior executive roles at Johnson Controls International plc, a multinational building technology and solutions company, including Vice President & General Counsel, Building Solutions North America and Global Retail, from 2017 to 2018; Vice President & General Counsel, Corporate Legal Services, from 2016 to 2017; and Vice President & General Counsel, Centers of Excellence—Americas, from 2014 to 2015. Before Johnson Controls, Ms. Telman was at Abbott Laboratories in the position of Divisional Vice President, Associate General Counsel, from 2013 to 2014 and Division Counsel, Corporate Transactions, from 2009 to 2012. She also served as Chief Counsel, Mergers & Acquisitions at The Boeing Company, from 2002 to 2008 and was a Partner at Winston & Strawn LLP between 2000 and 2002. Ms. Telman is a graduate of the University of Pennsylvania and received her J.D. from Boston University School of Law.

Ms. Yuen has served as the Chief Financial Officer of Penumbra, Inc. (NYSE: PEN) since December 2019. Prior to joining Penumbra, Ms. Yuen spent more than 20 years driving scalable finance organizations, processes and infrastructure in the Manufacturing, Medical Devices, and Life Science industries. She served as Vice President of Finance of the Genetic Science Division within Thermo Fisher Scientific, Inc. (NYSE: TMO) (Thermo Fisher), a business focused on instrument platforms, cloud-based software, content and services, from 2016 to 2019. In her role, Ms. Yuen directed finance operations, strategic planning and business development activities, among a number of other executive functions. Prior to Thermo Fisher, Ms. Yuen held leadership positions with increasing responsibility at Mirion Technologies (from 2012 to 2016), and senior finance roles at Boston Scientific (NYSE: BSX) (from 2007 to 2010), Glu Mobile (Nasdaq: GLUU) (from 2004 to 2007), and Johnson & Johnson (NYSE: JNJ) (from 2001 to 2004). She received an MAcc and M.B.A. from the Weatherhead School of Management and a B.S. from Case Western Reserve University.

There is no arrangement or understanding between Ms. Telman or Ms. Yuen and any other person pursuant to which they were elected as Directors of the Company, and there have been no transactions nor are there any proposed transactions between the Company and Ms. Telman or Ms. Yuen that would require disclosure pursuant to Item 404(a) of Regulation S-K. Ms. Telman and Ms. Yuen will receive compensation for their service as directors in accordance with the Company’s compensation policies for non-employee directors as described in the Company’s proxy materials for its 2021 Annual Meeting of Stockholders.

A copy of the press release announcing Ms. Telman’s and Ms. Yuen’s election is furnished as Exhibit 99.1 and incorporated by reference in this Item 5.02

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

No.

Description

99.1

AtriCure Press Release dated June 15, 2021

104

 

Cover Page Interactive Data File--the cover page XBRL tags are embedded within the Inline XBRL document.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ATRICURE, INC.

Dated:

June 15, 2021

By:

/s/ Angela L. Wirick

Angela L. Wirick

Chief Financial Officer

Exhibit 991

 

 

Picture 1

Exhibit 99.1

 

For immediate release

June 15, 2021





AtriCure Names Two New Members to the Board of Directors



MASON, Ohio – (BUSINESS WIRE) – June 15, 2021– AtriCure, Inc. (Nasdaq: ATRC), a leading innovator in treatments for atrial fibrillation (Afib) and left atrial appendage (LAA) management, today announced that Deborah H. Telman and Maggie Yuen have been elected to its Board of Directors.



Ms. Telman has spent over 20 years in senior executive roles at global companies. She is Executive Vice President and General Counsel for Organon (NYSE: OGN), a global healthcare company formed in June 2021 through a spinoff from Merck (NYSE: MRK) (known as MSD outside of the United States and Canada) to focus on improving the health of women throughout their lives. Ms. Telman helped lead the separation work that created a standalone company serving more than 140 markets with more than 60 medicines and products across a range of therapeutic areas. Going forward she has responsibility for the company’s worldwide legal affairs, compliance, and global environmental health and safety. Before Organon, Ms. Telman was General Counsel at Sorrento Therapeutics (Nasdaq: SRNE), where she was responsible for mergers and acquisitions, licensing, governance, finance, human resources, regulatory compliance, and legal functions. Previously, she spent four years at Johnson Controls International plc (NYSE: JCI) as Vice President and General Counsel - Building Solutions, North America, and prior to that she held executive roles at Abbott Laboratories (NYSE: ABT) and The Boeing Company (NYSE: BA), and was a partner at Winston and Strawn LLP. 



“I’m looking forward to joining the board of AtriCure and working with Mike and the rest of the management team to further the company’s mission,” said Ms. Telman. “There is an incredible opportunity to treat more patients with innovative therapies and the company has many catalysts for continued growth.”



Ms. Yuen is currently Chief Financial Officer at Penumbra, Inc. (NYSE: PEN) and is a seasoned executive with more than 20 years of experience within the manufacturing, medical devices, and life science industries. Over the course of her career, she has developed financial and operational expertise at both multi-billion dollar public companies and entrepreneurial start-up ventures. Prior to Penumbra, she was Vice President of Finance and Divisional Chief Financial Officer for the Genetic Science Division for Thermo Fisher Scientific Inc. (NYSE: TMO) and was Chief Financial Officer at Mirion Technologies. She has also held various roles at Boston Scientific (NYSE: BSX), GLU Mobile, Lifescan Inc., Picker International, Rockwell Automation, and Eaton Corporation.



“I am really excited about the opportunity to join AtriCure’s Board,” said Ms. Yuen. “The company is well positioned to capitalize on growth prospects and further the treatment of atrial fibrillation and post-operative pain.”



“I am thrilled that Deb and Maggie have agreed to join the AtriCure Board of Directors,” said Michael Carrel, President and Chief Executive Officer. “They have been a part of some incredible companies and have experience in leading by building scale through periods of significant growth. Their expertise in financial matters, compliance, regulatory, legal, commercial initiatives, and corporate strategy will be additive to our company and our team. They are two incredibly talented and capable leaders.”



 

 


 

About AtriCure, Inc.



AtriCure, Inc. provides innovative technologies for the treatment of Afib and related conditions. Afib affects more than 33 million people worldwide. Electrophysiologists and cardiothoracic surgeons around the globe use AtriCure technologies for the treatment of Afib and reduction of Afib related complications. AtriCure’s Isolator® Synergy™ Ablation System is the first medical device to receive FDA approval for the treatment of persistent Afib. AtriCure’s AtriClip® Left Atrial Appendage Exclusion System products are the most widely sold LAA management devices worldwide. AtriCure’s Hybrid AF™ Therapy is a minimally invasive procedure that provides a lasting solution for long-standing persistent Afib patients. AtriCure’s cryoICE cryoSPHERE® probe is cleared for temporary ablation of peripheral nerves to block pain, providing pain relief in cardiac and thoracic procedures. For more information, visit AtriCure.com or follow us on Twitter @AtriCure.

Forward-Looking Statements



This press release contains “forward-looking statements”– that is, statements related to future events that by their nature address matters that are uncertain. This press release also includes forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially. For details on the uncertainties that may cause our actual results to be materially different than those expressed in our forward-looking statements, visit http://www.atricure.com/fls as well as our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q which contain risk factors. We do not undertake to update our forward-looking statements.



CONTACTS:

Angie Wirick

Investor Relations

Chief Financial Officer

(513) 755-5334

awirick@atricure.com



Valerie Storch-Willhaus

Media Relations

Vice President, Corporate Marketing and Communications

(612) 605-3311

vstorch-willhaus@atricure.com