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) April 3, 2012
PROTO LABS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Minnesota | 001-35435 | 41-1939628 | ||
| (State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 5540 Pioneer Creek Drive, Maple Plain, Minnesota |
55359 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(763) 479-3680
(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)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 3, 2012, the board of directors of Proto Labs, Inc. (the “Company”) increased the size of the board from eight members to nine members and elected Douglas W. Kohrs to join the board, effective immediately. Mr. Kohrs’ term will expire at the Company’s 2013 annual meeting of shareholders.
For his service on the board, Mr. Kohrs will be compensated in accordance with the Company’s non-employee director compensation program, which provides that he will receive an initial grant of fully-vested shares of the Company’s common stock with a value of $100,000 upon his election to the board. The Company’s non-employee director compensation program also provides that Mr. Kohrs will receive an annual stock option grant with a $70,000 fair value as of the date of grant to purchase shares of the Company’s common stock as long as he continues to serve as a director. These option awards will vest in full on the first anniversary of the date of grant. Mr. Kohrs will receive an annual retainer of $30,000 for his service on the board and an additional annual fee of $5,000 for his committee service.
Mr. Kohrs will be a member of the compensation committee of the board. Mr. Kohrs has not been a participant in, or is to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
A copy of the press release announcing Mr. Kohrs’ election to the board is attached as Exhibit 99 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99 | Press Release dated April 3, 2012. | |
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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.
| PROTO LABS, INC. | ||||
| Date: April 3, 2012 | /s/ Bradley A. Cleveland | |||
| Bradley A. Cleveland President and Chief Executive Officer | ||||
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EXHIBIT INDEX
| Exhibit |
Description |
Manner of Filing | ||
| 99 | Press Release dated April 3, 2012. | Filed Electronically | ||
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Exhibit 99
Media Contacts
Bill Dietrick
Proto Labs, Inc.
763-479-7664
bill.dietrick@protolabs.com
Mike Stephenson
LaBreche for Proto Labs, Inc.
612-767-7632
mstephenson@labreche.com
For Immediate Release
Doug Kohrs to join Proto Labs Board of Directors
Maple Plain, Minnesota – April 3, 2012 – Proto Labs, Inc. (NYSE: PRLB), a leading online and technology-enabled quick-turn manufacturer, today announced that Doug Kohrs, President and CEO of Tornier, N.V., a global medical device company, was appointed to its Board of Directors, bringing the board’s size to 9 members.
“Doug has impressive leadership experience with a variety of highly successful, technology-based public companies, said Brad Cleveland, President and CEO of Proto Labs. “We are excited to welcome Doug to our Board and look forward to benefitting from his insights.”
Prior to joining Tornier, Mr. Kohrs served as President and Chief Executive Officer of American Medical Systems Holdings, Inc., a publicly held medical device company that was acquired by Endo Pharmaceuticals Holdings Inc. Mr. Kohrs also served as Chairman of the Board of American Medical Systems Holdings.
During the past 10 years, Mr. Kohrs has served on the board of directors of nine different medical device companies, including ev3 Inc., a publicly held medical device company that was acquired by a wholly-owned subsidiary of Covidien Group S.a.r.l, and Kyphon, Inc., a publicly held medical device company that was acquired by Medtronic, Inc.
Mr. Kohrs holds a Master of Business Administration from Northeastern University, a Bachelor of Science in Bioengineering from Texas A&M University and a Bachelor of Arts in Engineering Sciences from Austin College.
About Proto Labs, Inc.
Proto Labs is a leading online and technology-enabled quick-turn manufacturer of custom parts for prototyping and short-run production. Proto Labs provides “Real Parts, Really Fast” to product developers worldwide. Proto Labs utilizes computer numerical control (CNC) machining and injection molding to manufacture custom parts for our customers. For more information, visit protolabs.com.
Cautionary Note Regarding Forward-Looking Statements
Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks, uncertainties and other factors which may cause the results of Proto Labs to be materially different than those expressed or implied in such statements. Certain of these risk factors and others are described in the “Risk Factors” section of the final prospectus relating to the initial public offering, as filed with the SEC, as well as in Proto Labs’ subsequent reports filed with the SEC. Other unknown or unpredictable factors also could have material adverse effects on Proto Labs’ future results. The forward-looking statements included in this press release are made only as of the date hereof. Proto Labs cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Finally, Proto Labs expressly disclaims any intent or obligation to update any forward-looking statements to reflect subsequent events or circumstances.