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): June 11, 2009
(Exact name of registrant as specified in its charter)
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| Delaware
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000-28440
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68-0328265 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification
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| 11 Studebaker, Irvine, CA
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92618 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code:
(949) 595-7200
N/A
(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:
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))
TABLE OF CONTENTS
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
(a) On June 12, 2009, Endologix, Inc. (the “Company”) received a NASDAQ Staff Deficiency Letter
(the “Letter”) from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that, due to Edward B.
Diethrich, M.D. no longer serving on the Board of Directors of the Company (the “Board”), the
Company no longer complies with NASDAQ’s independent director requirement for continued listing set
forth in NASDAQ Listing Rule 5605(b)(1). In accordance with Rule 5605(b)(1)(A) of the NASDAQ
Listing Rules, the Company has until the earlier of the Company’s next annual meeting of
stockholders or June 11, 2010 to regain compliance with the independent director requirement of the
NASDAQ Listing Rules. The Company is in the process of evaluating candidates who are qualified to
serve on the Board and intends to fill the vacancy on the Board as expeditiously as possible.
In accordance with NASDAQ Listing Rule 5810(b), the Company issued a press release on June 12, 2009
to announce that the Company had received the Letter. A copy of the press release is attached
hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On December 11, 2008, the Board adopted, subject to stockholder approval, an amendment to the
Company’s 2006 Employee Stock Purchase Plan (the “Plan”), which amendment was approved by the
Company’s stockholders at the Company’s Annual Meeting held on June 11, 2009. The amendment to the
Plan increased the authorized number of shares of the Company’s common stock purchasable under the
Plan by 1,500,000 shares, or from 558,734 shares to 2,058,734 shares.
The foregoing description of the Plan is qualified in its entirety by reference to the full text of
the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 8.01. Other Information.
On June 12, 2009, the Board approved certain changes to the compensation package to be received by
non-employee directors of the Board, which changes were effective as of the same date.
The Board approved the following changes to the annual compensation to be paid to the Company’s
non-employee directors, other than the chairperson of the Board: (i) increase the annual retainer
to be paid to non-employee directors from $6,000 to $20,000, and (ii) decrease the number of
options to purchase shares of the Company’s common stock to be granted annually to non-employee
directors from 40,000 to 25,000. The Board also approved an increase of the annual retainer paid
to the chairperson of the Board from $25,000 to $30,000. The chairperson will continue to receive
an additional annual option grant of 10,000 shares.
No changes were made to the number of options to purchase shares of the Company’s common stock to
be granted to non-employee directors upon their initial election or appointment to the Board.
Previously, each non-employee director received options to purchase 50,000 shares of the Company’s
common stock upon his or her initial election or appointment to the Board.
The Board also approved the following changes to the compensation to be paid to members of the
various committees of the Board: (i) increase the additional annual retainer to be paid to the
chairperson of the Audit Committee from $6,000 to $10,000; (ii) increase the additional annual
retainer to be paid to the chairperson of the Compensation Committee from $4,000 to $5,000; (iii)
introduce an additional annual retainer of $5,000 to be paid to the chairperson of the Nominating
and Governance Committee; and (iv) eliminate the additional meeting fee of $500 paid to the
chairperson of the Audit Committee.
The Board also approved the following changes to the per meeting fees to be paid to non-employee