Item 2.02 Results of Operations and Financial Condition.
On January 9, 2023, ViewRay, Inc. ("ViewRay" or the "Company") issued a press
release announcing its preliminary financial results for the fourth quarter and
full fiscal year ended December 31, 2022. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 of this Current Report on Form 8-K and the
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2)
of the Securities Act of 1933, as amended (the "Securities Act"), or
incorporated by reference in any filing of ViewRay under the Securities Act or
the Exchange Act, whether made before or after the date hereof, regardless of
any general incorporation language in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 9, 2023, William P. "Bill" Burke has been appointed as Chief
Financial Officer of ViewRay, Inc (the "Company"). He will succeed Zach Stassen
in that capacity, who has stepped down after serving the company since April
2020. Mr. Burke will become a member of the company's executive leadership team,
reporting directly to Scott Drake, President and Chief Executive Officer and
will lead all aspects of the company's finance function including business
planning and analysis, accounting, SEC reporting, internal audit, tax, treasury,
and investor relations.
Mr. Burke, 54, is a seasoned executive, who brings over 25 years of global
financial and operational experience to ViewRay. He previously served as the
Chief Financial Officer at Haemonetics, a global blood management solutions
company, from August 2016 to April 2022 and stayed on in an advisory capacity
through June 2022. From July 2014 to July 2016, Mr. Burke served as Chief
Integration Officer and Vice President, Integration for Medtronic, plc, a global
healthcare products company and was a member of its Executive Committee. In that
role, he was responsible for ensuring the successful integration of Medtronic
with Covidien plc, a global healthcare company, following its acquisition by
Medtronic. Prior to joining Medtronic, Mr. Burke spent more than 20 years in
finance and business development leadership roles at Covidien, including Chief
Financial Officer for Covidien Europe based in Zurich, Vice President of
Corporate Strategy and Portfolio Management and Vice President of Financial
Planning and Analysis. Previously, he also held key positions within Tyco
Healthcare, including the Financial Controller of Valleylab, Managing Director
of the Covidien Group in Switzerland and International Controller. Since January
2022 Mr. Burke has served on the board of directors and as audit committee chair
of MiroMatrix (Nasdaq: MIRO), a life sciences company and since July 2022, he
has served on the board of directors and as audit committee chair of Axogen
(Nasdaq: AXGN), a surgical solutions company. Mr. Burke began his career as an
auditor with KPMG. He received a Bachelor of Science degree in Business
Administration from Bryant College.
Pursuant to his offer letter, dated January 6, 2023, Mr. Burke will receive an
annual base salary of $450,000. Mr. Burke is also eligible to participate in the
Company's Performance Based Bonus Plan. His target performance bonus is equal to
60% of his base salary. Mr. Burke will receive a sign-on bonus of $200,000,
payable in January 2024. The Company will also grant equity in the Company
valued at $2,100,000. This grant will be awarded in the form of both restricted
stock units and performance share units. $1,200,000 of the total equity grant
will be awarded as restricted stock units on January 15, 2023. The balance,
$900,000, will be awarded in March 2023 as both restricted stock units and
performance share units. The equity awards described above will be granted
subject to the terms and conditions set forth in a separate grant agreement and
the Company's 2015 Equity Incentive Award Plan, as amended. One-third of the
restricted stock units will vest on each of the first three anniversaries of the
grant date, subject to Mr. Burke's continued service through each such vesting
date. The performance share units are subject to service and performance-vesting
conditions and shall vest following the end of the Performance Period.
There are no arrangements or understandings between Mr. Burke and any other
persons pursuant to which he was appointed as an officer, and Mr. Burke has no
direct or indirect material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. Mr. Burke does not have a family
relationship with any member of the Board or any executive officer of the
Company.
Mr. Stassen will provide transition services for ViewRay through June 30, 2023,
to ensure a smooth transition. Mr. Stassen's departure from the Company is not
the result of any issue, concern or disagreement regarding the Company's
accounting, financial reporting or internal control over financial reporting.
In connection with Mr. Stassen's resignation and in consideration of his release
of claims against the Company, on January 6, 2023, the Company entered into a
general release of claims with Mr. Stassen (the "Agreement"). Under the
Agreement
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and in accordance with the severance agreement between Mr. Stassen and the
Company, dated May 18, 2020, Mr. Stassen will receive, among other benefits,
cash payments equal to $367,744 and reimbursement for the cost of the monthly
COBRA premium for continuing health insurance coverage as elected by Mr. Stassen
until the earliest of: (i) 12 months and (iii) the date on which Mr. Stassen
secures other employment. In addition, during the period beginning April 1,
2023, through June 30, 2023, (the "Consulting Period"), Mr. Stassen will render
strategic and financial advisory services to the Company from time to time,
pursuant to the terms of the consulting agreement to be entered into between Mr.
Stassen and the Company effective April 1, 2023.
Item 7.01 Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2)
of the Securities Act, or incorporated by reference in any filing of the Company
under the Securities Act or the Exchange Act, whether made before or after the
date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release dated January 9, 2023 announcing preliminary financial
results for the quarter ended and year ended December 31, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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