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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Abaxis, Inc. (delisted) | NASDAQ:ABAX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 83.00 | 82.85 | 83.01 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
California
|
77-0213001
|
|
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
3240 Whipple Road, Union City, California
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94587
|
|
(Address of principal executive offices)
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(Zip code)
|
Title of Class
|
Name of Each Exchange on Which Registered
|
|
Common Stock, no par value
|
NASDAQ Global Select Market
|
Large accelerated filer ☒
|
Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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(Do not check if a smaller reporting company)
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Page
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||
PART III
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||
Item 10.
|
4
|
|
Item 11.
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7
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Item 12.
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34
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Item 13.
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36
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Item 14.
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36
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PART IV
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||
Item 15.
|
38
|
|
39 | ||
40 |
Name
|
Age
|
Title
|
Clinton H. Severson
|
67
|
Chairman of the Board and Chief Executive Officer
|
Vernon E. Altman(1)(3)
|
69
|
Director
|
Richard J. Bastiani, Ph.D.(1)(2)(3)
|
72
|
Director
|
Michael D. Casey(1)(2)(3)
|
69
|
Director
|
Henk J. Evenhuis(1)(3)
|
72
|
Director
|
Prithipal Singh, Ph.D.(1)(2)(3)
|
76
|
Director
|
Kenneth P. Aron, Ph.D.
|
62
|
Chief Technology Officer
|
Achim Henkel
|
57
|
Managing Director of Abaxis Europe GmbH
|
Alberto R. Santa Ines
|
68
|
Chief Financial Officer and Vice President of Finance
|
Ross Taylor
|
51
|
Vice President of Business Development and Investor Relations
|
Craig M. Tockman, DVM
|
55
|
Vice President of Animal Health Sales and Marketing for North America
|
Donald P. Wood
|
63
|
President and Chief Operating Officer
|
(1) | Member of the Audit Committee |
(2) | Member of the Compensation Committee |
(3) | Member of the Nominating and Corporate Governance Committee |
· | Clinton H. Severson, Chief Executive Officer and Chairman of the Board |
· | Alberto R. Santa Ines, Chief Financial Officer and Vice President of Finance |
· | Kenneth P. Aron, Ph.D., Chief Technology Officer |
· | Achim Henkel, Managing Director of Abaxis Europe GmbH |
· | Donald P. Wood, President and Chief Operating Officer |
· | Increased worldwide revenues from continuing operations by 25%, from $162.0 million in fiscal 2014 to $202.6 million in fiscal 2015. Revenues from continuing operations in North America increased by 29%, or $36.5 million, in fiscal 2015 compared to fiscal 2014, and revenues from continuing operations outside of North America increased by 11%, or $4.0 million, in fiscal 2015 compared to fiscal 2014. Revenues from instrument sales increased to $48.6 million, an increase of 30% over fiscal 2014. Revenues from consumable sales increased to $144.4 million, or 23%, in fiscal 2015 compared to fiscal 2014. In our veterinary market, total revenues from continuing operations increased to $164.0 million, an increase of 25% over fiscal 2014. |
· | Increased diluted net income per share from continuing operations to $0.91 in fiscal 2015 from $0.72 in fiscal 2014. |
· | Generated cash from operations of $36.4 million through the continued conservative management of our working capital and overall business. |
· | Paid four quarterly dividends of $0.10 per share on our outstanding common stock during fiscal 2015, returning approximately $9.0 million in cash to all shareholders. |
· | Delivered significant returns to our shareholders as our stock price increased 65% during fiscal 2015 (from $38.88 per share on March 31, 2014 to $64.11 per share on March 31, 2015). |
· | Receipt of approval from the Center for Veterinary Biologicals of the U.S. Department of Agriculture, or USDA, of our VetScan Canine Ehrlichia Antibody Test Kit for use in rapid detection of canine Ehrlichia. This is the only test approved for detection of antibodies to all three dominant species impacting dogs in the U.S.: E. canis, E. chafeensis and E. ewingii. Accordingly, this improves the efficiency and the economics of carrying out such testing on these vector-borne diseases. |
· | Receipt of approval from the USDA of our VetScan FeLV/FIV Rapid Test Kit for the detection of FeLV antigen and FIV antibodies from feline blood samples. Feline Leukemia virus (FeLV) and the feline immunodefiency virus (FIV) are retroviruses found in cats, and are among the most common infectious diseases in this species. |
· | Receipt of approval from the USDA of our VetScan Anaplasma Rapid Test Kit for the detection of A. phagocytophelium and A. platys in canine whole blood, serum, or plasma samples. The approval of our VetScan Anaplasma Rapid Test Kit allows us to now offer a complete assessment of tickborne diseases based on our unique blend of novel peptides which are reactive with species-specific antibodies, coupled with targeted amplification on a rapid test format. |
· | Sold the assets of our Abaxis Veterinary Reference Laboratories, or AVRL, realizing significant value for our shareholders and enabling us to focus on our core product offerings. In connection with the sale of our AVRL business, we recognized a pre-tax gain of $12.3 million ($7.7 million after-tax) on sale of discontinued operations during fiscal 2015. |
·
|
Base Salary. Mr. Wood’s fiscal 2015 base salary was increased by 15.4% as compared to fiscal 2014 in connection with his appointment as our Chief Operating Officer in April 2014. Mr. Henkel’s fiscal 2015 base salary was increased by 20.5% as compared to fiscal 2014 because he was assigned increased responsibilities of expanding sales and marketing distribution internationally. We increased the fiscal 2015 base salary of our Chief Executive Officer by 3.1% and the fiscal 2015 base salaries of Mr. Santa Ines and Dr. Aron by 7.7%. These increases were made primarily to maintain our Compensation Committee’s general guideline of targeting executive officer salaries to be between the 25th and 50th percentiles of our peer group, to ensure an appropriate balance in the Named Executive Officers’ compensation mix between cash and equity, to retain employees with the qualifications desired for each particular position, to compensation Named Executive Officers for increased responsibilities when applicable and reward each of the Named Executive Officers for his performance in the prior year.
|
· | Annual Bonus. Mr. Wood’s fiscal 2015 target annual bonus opportunity was increased by 40.0% as compared to fiscal 2014 in connection with his appointment as our Chief Operating Officer. Mr. Henkel’s fiscal 2015 target annual bonus opportunity was increased by 38.2% in connection with his increased responsibilities of expanding sales and marketing distribution internationally. We increased the fiscal 2015 target annual bonus opportunity of our Chief Executive Officer by 3.7% and the fiscal 2015 target annual bonus opportunities of Mr. Santa Ines and Dr. Aron by 13.3% as compared to their fiscal 2014 target annual bonus opportunities. For fiscal 2015, the Compensation Committee targeted total cash compensation (salary, plus bonus payable at 100% achievement of performance goals - which we refer to as “target bonus”) to be at or slightly above the 75th percentile of Abaxis’ peer group for each Named Executive Officer’s total cash compensation as this provides for a larger percentage of at-risk pay while accounting for the company’s below market median positioning on base salary. The fiscal 2015 target annual bonus opportunity increases were made to ensure an appropriate balance in the Named Executive Officers’ compensation mix between cash and equity, to retain employees with the qualifications desired for each particular position and provide an opportunity to reward each of the Named Executive Officers for strong performance during fiscal 2015. For fiscal 2015, due to exceeding our financial goals, the actual total cash compensation earned under our annual cash incentive bonus program was at 121-127% of the target bonus opportunities for our Named Executive Officers. In addition, as a result of our improvement in performance in fiscal 2015 as compared to fiscal 2014, including (a) a 25% increase in revenues from continuing operations, (b) the successful sale of the assets of AVRL and (c) obtaining regulatory approvals of rapid tests, the Compensation Committee approved an additional discretionary bonus pool of $1.7 million for all employees, of which the Named Executive Officers were awarded the following amounts: (a) Mr. Severson, $302,260, (b) Mr. Santa Ines, $183,515, (c) Dr. Aron, $183,515, (d) Mr. Henkel, €95,481, and (e) Mr. Wood, $226,695. The Compensation Committee only approved the discretionary bonuses due to very special circumstances; the payment of discretionary bonuses is not part of our normal executive compensation program. |
· | Equity Awards. We granted our Named Executive Officers equity awards in the form of restricted stock units subject to a mix of time-based and performance-based vesting, which are intended to incentivize, encourage retention and enhance share ownership, aligning the interests of our Named Executive Officers with the interests of our shareholders. The time-based restricted stock units vest over a four-year time-based vesting schedule that is heavily weighted (approximately 70%) towards the fourth year, to emphasize the long-term nature of these awards. The performance-based restricted stock units awarded in fiscal 2015 vest if certain financial goals for fiscal year 2015 are achieved and the recipient continues to serve Abaxis for three and four years following the date of grant, which means that our executive officer’s ability to earn compensation under these awards is dependent on our meeting such goals and on their continued service with us over the long-term. In early fiscal 2015, all of the performance-based restricted stock units granted to our Named Executive Officers in fiscal 2014 were cancelled because the corporate performance targets for fiscal 2014 performance-based restricted stock units were not met. For the restricted stock units with performance-based vesting granted in fiscal 2015, the performance criteria based on financial goals was achieved during fiscal 2015 and therefore, each executive officer became eligible to earn their fiscal 2015 restricted stock unit award if they satisfy the additional timed-based service criteria for the award to vest. |
What We Do
|
|
✓
|
Maintain an Executive Compensation Program Designed to Align Pay with Performance
|
✓
|
Use Structure a Substantial Portion of Officer Pay Opportunities in the form of “At-Risk” Performance-Based Compensation
|
✓
|
Conduct an Annual Say-on-Pay Vote
|
✓
|
Seek Input from, Listen to and Respond to Shareholders
|
✓
|
Employ a Clawback Policy
|
✓
|
Utilize Robust Stock Ownership Guidelines
|
✓
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Have Double-Trigger Severance Arrangements Starting With Officers Hired in Fiscal 2015
|
✓
|
Prohibit Hedging and Pledging of Company Stock
|
✓
|
Retain an Independent Compensation Consultant
|
What We Do Not Do
|
|
û
|
Provide Tax Gross-ups or Single-Trigger Equity Acceleration Starting with Officers Hired in Fiscal 2015
|
û
|
Provide Excessive Perquisites
|
û
|
Provide Guaranteed Bonuses
|
· | align our executive compensation with achievement of our strategic business objectives; |
· | align the interests of our executive officers with both short-term and long-term shareholder interests; and |
· | place a substantial portion of our executives’ compensation at risk such that actual compensation depends on overall company performance. |
Performance Metric
(and Weighting)
|
Target
Performance
Goal
|
Achievement
Threshold (1)
|
Actual
Achievement
as a
Percentage
of Target
|
Payout
Percentage (2)
|
|||||||||
Revenues (50%) (3)
|
|||||||||||||
• Revenues worldwide
|
$ |
201.6 million
|
90%
|
107%
|
|
121%
|
|
||||||
• Revenues from Europe
|
$ |
29.4 million
|
90%
|
|
103%
|
|
109%
|
|
|||||
Income before income tax provision (50%)
|
$ |
29.8 million
|
90%
|
|
111%
|
|
133%
|
|
(1) | “Threshold” refers to the minimum level of achievement of the target performance goal necessary to earn any bonus payout under the plan. |
(2) | The bonus payout percentage depends on the level of the performance metric achieved over the threshold. Additional information on bonus payment calculation is described in “Annual Cash Incentive Bonus - Bonus Calculations.” |
(3) | Revenues for the Named Executive Officers is based on consolidated revenues from continuing and discontinued operations, except for Mr. Henkel, whose revenue target is based on revenues from continuing operations from Europe. |
Performance Metric
(and Weighting)
|
Target
Performance
Goal
|
Performance Vesting Schedule
|
Vesting Date
|
|||||
Consolidated income from operations (100%)
|
$ |
29.1 million
|
• Achievement > 90% of target goal, 25% vest
|
April 28, 2017
|
||||
• Achievement > 90% of target goal, 25% vest
|
April 28, 2018
|
|||||||
• Achievement > 100% of target goal, 25% vest
|
April 28, 2017
|
|||||||
• Achievement > 100% of target goal, 25% vest
|
April 28, 2018
|
Performance Metric
(and Weighting)
|
Actual
Performance
|
Actual
Performance as a
Percentage of Target
|
Actual
Performance Criteria
Vesting Percentage
|
|||||||
Consolidated income from operations (100%)
|
$ |
32.5 million
|
112%
|
100%
|
|
Fiscal 2015 CEO
Target Total Direct Compensation Pay Mix
|
Fiscal 2015 Named Executive Officers’ (other than CEO)
Target Total Direct Compensation Pay Mix
|
Abiomed
|
ICU Medical
|
Quidel
|
||
AngioDynamics
|
Luminex
|
Sequenom
|
||
Cepheid
|
Meridian Bioscience
|
Surmodics
|
||
Conceptus
|
Neogen
|
Volcano
|
||
DexCom
|
Orasure Technologies
|
|||
Genomic Health
|
Palomar Medical Technologies
|
Compensation Peer Group
|
||||||||||||
Abaxis, Inc.
|
Range
|
Median
|
||||||||||
Revenue
|
|
$ 157 million
|
|
$ 52 million - $344 million
|
|
$ 166 million
|
||||||
Market Capitalization
|
|
$ 814 million
|
|
$ 180 million - $2,245 million
|
|
$ 682 million
|
||||||
EBITDA (1)
|
|
$ 25 million
|
|
$ (67) million - $69 million
|
|
$ 22 million
|
||||||
Employees
|
491
|
120 - 2,106
|
506
|
(1)
|
Represents earnings before interest, taxes, depreciation and amortization.
|
Named Executive Officer
|
Fiscal 2015
Base Salary |
Fiscal 2016
Base Salary |
||||||
Clinton H. Severson
|
$
|
500,000
|
$
|
550,000
|
||||
Alberto R. Santa Ines
|
$
|
280,000
|
$
|
290,000
|
||||
Kenneth P. Aron, Ph.D.
|
$
|
280,000
|
$
|
290,000
|
||||
Achim Henkel
|
$
|
276,020
|
(1) |
$
|
225,971
|
(1) | ||
Donald P. Wood
|
$
|
300,000
|
$
|
350,000
|
||||
(1) Mr. Henkel’s annual base salary rate for fiscal 2015 and fiscal 2016 are €200,000 and €208,000, respectively. These amounts have been converted to U.S. dollars in the table above using the Euro to U.S. dollar exchange rate on the date the Compensation Committee approved the compensation for Mr. Henkel.
|
Named Executive Officer
|
Fiscal 2015
Percent Increase |
Fiscal 2016
Percent Increase |
||||||
Clinton H. Severson
|
3.1
|
%
|
10.0
|
%
|
||||
Alberto R. Santa Ines
|
7.7
|
%
|
3.6
|
%
|
||||
Kenneth P. Aron, Ph.D.
|
7.7
|
%
|
3.6
|
%
|
||||
Achim Henkel (1)
|
20.5
|
%
|
4.0
|
%
|
||||
Donald P. Wood (2)
|
15.4
|
%
|
16.7
|
%
|
||||
(1) Mr. Henkel’s increase in base salary reflected his increased responsibilities of expanding sales and marketing distribution internationally.
|
||||||||
(2) Mr. Wood’s increase in base salary reflected his promotion to Chief Operating Officer, effective April 2014.
|
Named Executive Officer
|
Fiscal 2014
Target Bonus |
Fiscal 2015
Target Bonus |
Fiscal 2015
In Target Bonus |
|||||||||
Clinton H. Severson
|
$
|
675,000
|
$
|
700,000
|
3.7
|
%
|
||||||
Alberto R. Santa Ines
|
$
|
375,000
|
$
|
425,000
|
13.3
|
%
|
||||||
Kenneth P. Aron, Ph.D.
|
$
|
375,000
|
$
|
425,000
|
13.3
|
%
|
||||||
Achim Henkel (1)
|
$
|
234,974
|
(2) |
$
|
324,323
|
(2) |
38.2
|
% (2)
|
||||
Donald P. Wood (3)
|
$
|
375,000
|
$
|
525,000
|
40.0
|
%
|
Fiscal 2015
(in millions)
|
Actual
Revenues
Worldwide (1)
|
Target
Revenues
Worldwide
at 100% (1)
|
Actual
Revenues from
Europe
|
Target
Revenues from
Europe
at 100%
|
Actual
Income Before
Income Tax Provision (2)
|
Target
Income Before
Income Tax Provision
at 100% (2)
|
||||||||||||||||||
First quarter
|
$
|
47.5
|
$
|
46.4
|
$
|
7.3
|
$
|
6.9
|
$
|
7.5
|
$
|
6.8
|
||||||||||||
Second quarter
|
$
|
53.9
|
$
|
49.4
|
$
|
7.2
|
$
|
7.0
|
$
|
8.5
|
$
|
6.8
|
||||||||||||
Third quarter
|
$
|
59.5
|
$
|
53.5
|
$
|
8.2
|
$
|
7.5
|
$
|
9.0
|
$
|
8.3
|
||||||||||||
Fourth quarter
|
$
|
55.9
|
$
|
52.3
|
$
|
7.7
|
$
|
8.0
|
$
|
6.3
|
$
|
7.9
|
||||||||||||
Fiscal 2015
|
$
|
216.8
|
$
|
201.6
|
$
|
30.4
|
$
|
29.4
|
$
|
31.3
|
$
|
29.8
|
Named Executive Officer
|
Fiscal 2015
Bonus Awarded
|
Percentage of
Target Bonus
|
||||||
Clinton H. Severson
|
$
|
889,000
|
127
|
%
|
||||
Alberto R. Santa Ines
|
$
|
539,750
|
127
|
%
|
||||
Kenneth P. Aron, Ph.D.
|
$
|
539,750
|
127
|
%
|
||||
Achim Henkel
|
$
|
341,033
|
(1) |
120
|
%
|
|||
Donald P. Wood
|
$
|
666,750
|
127
|
%
|
||||
(1) Mr. Henkel's fiscal 2015 bonus was €280,000 and has been converted to U.S. dollars in the table above using the Euro to U.S. dollar exchange rate as of the end of the quarter in which the bonus was earned.
|
Named Executive Officer
|
Fiscal 2015
Discretionary
Bonus
|
|||
Clinton H. Severson
|
$
|
302,260
|
||
Alberto R. Santa Ines
|
$
|
183,515
|
||
Kenneth P. Aron, Ph.D.
|
$
|
183,515
|
||
Achim Henkel
|
$
|
103,597
|
(1) | |
Donald P. Wood
|
$
|
226,695
|
||
(1) Mr. Henkel's fiscal 2015 discretionary bonus was €95,481 and has been converted to U.S. dollars in the table above using the Euro to U.S. dollar exchange rate as of the end of the quarter in which the bonus was earned.
|
Named Executive Officer
|
Fiscal 2016
Target Bonus
|
|||
Clinton H. Severson
|
$
|
800,000
|
||
Alberto R. Santa Ines
|
$
|
425,000
|
||
Kenneth P. Aron, Ph.D.
|
$
|
425,000
|
||
Achim Henkel
|
€
|
300,000
|
||
Donald P. Wood
|
$
|
525,000
|
||
Ross Taylor
|
$
|
425,000
|
Shares Issuable Upon
Settlement of Fiscal 2015
Performance Units
|
Consolidated Income From
Operations for the Year
Ending March 31, 2015
|
Vesting date
|
25%
|
> 90% of $29.1 million
|
April 28, 2017
|
25%
|
> 90% of $29.1 million
|
April 28, 2018
|
25%
|
> 100% of $29.1 million
|
April 28, 2017
|
25%
|
> 100% of $29.1 million
|
April 28, 2018
|
Named Executive Officer
|
Restricted Stock
Units with Time-Based
Vesting Granted in
Fiscal 2015 (#)
|
Performance
Units Granted in
Fiscal 2015 (#)
|
Clinton H. Severson
|
19,000
|
36,000
|
Alberto R. Santa Ines
|
9,000
|
24,000
|
Kenneth P. Aron, Ph.D.
|
9,000
|
24,000
|
Achim Henkel
|
9,000
|
24,000
|
Donald P. Wood
|
9,000
|
24,000
|
Shares Issuable Upon
Settlement of Fiscal 2016
Performance Units
|
Consolidated Income From
Operations for the Year
Ending March 31, 2016
|
Vesting date
|
25%
|
> 90% of target
|
May 4, 2018
|
25%
|
> 90% of target
|
May 4, 2019
|
25%
|
> 100% of target
|
May 4, 2018
|
25%
|
> 100% of target
|
May 4, 2019
|
Named Executive Officer
|
Restricted Stock
Units with Time-Based
Vesting Granted in
Fiscal 2016 (#)
|
Performance
Units Granted in
Fiscal 2016 (#)
|
Clinton H. Severson
|
19,000
|
36,000
|
Alberto R. Santa Ines
|
9,000
|
24,000
|
Kenneth P. Aron, Ph.D.
|
9,000
|
24,000
|
Achim Henkel
|
9,000
|
24,000
|
Donald P. Wood
|
9,000
|
24,000
|
Ross Taylor
|
9,000
|
16,000
|
Position
|
Stock Ownership Guideline
|
Chief Executive Officer
|
7x base salary
|
Executive Officers (other than the Chief Executive Officer)
|
3x base salary
|
Directors
|
5x annual cash retainer
|
· | on the 60th day after the termination date, a lump sum cash payment equal to two times the sum of the participant’s annual base salary and the participant’s target annual bonus amount for the year in which the change of control occurs; |
· | payment of up to 24 months of premiums for medical, dental and vision benefits, provided, however, that if the participant becomes eligible to receive comparable benefits under another employer’s plan, our benefits will be secondary to those provided under such other plan; |
· | reimbursement, on a monthly basis, of up to 24 months of premiums for disability and life insurance benefits if the participant elects to convert his or her disability and/or life insurance benefits under our plans into individual policies following termination; |
· | for a participant who joined the Severance Plan on or after May 2014, full vesting of all equity awards; |
· | for a participant who joined the Severance Plan on or after May 2014, a “better after tax” provision providing that any payment or benefit the participant may receive that would be a “parachute payment” within the meaning of 280G of the Code subject to an excise tax imposed under Section 4999 of the Code (the “Excise Tax”) will be either paid in full and subject to such Excise Tax or cut back to an amount that will not trigger the Excise Tax, whichever results in the greatest economic benefit for the participant; and |
· | for a participant who joined the Severance Plan prior to May 2014 payment of an amount equal to any Excise Tax, as well as a payment in reimbursement of Excise Taxes and income taxes arising from the initial Excise Tax payment, provided, however, that payment of such amount is capped at $1,000,000 per participant. |
THE COMPENSATION COMMITTEE
|
|
Richard J. Bastiani, Ph.D., Chairman
|
|
Michael D. Casey
|
|
Prithipal Singh, Ph.D.
|
(1)
|
The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference into any filing of Abaxis under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in any such filing.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($) (1)(2)
|
Non-Equity
Incentive Plan
Compensation
($) (3)
|
All Other
Compensation
($) (4)
|
Total
($)
|
|||||||||||
Clinton H. Severson
Chief Executive Officer and
Chairman of the Board
|
2015
2014
2013
|
498,231
478,116
431,250
|
302,260
-
-
|
2,245,100
2,333,650
1,024,075
|
889,000
72,563
571,875
|
13,858
10,841
13,638
|
(5)
|
3,948,449
2,895,170
2,040,838
|
||||||||||
Alberto R. Santa Ines
Chief Financial Officer and
Vice President of Finance
|
2015
2014
2013
|
276,154
258,500
239,500
|
183,515
-
-
|
1,347,060
1,060,750
467,513
|
539,750
40,313
320,251
|
13,366
9,985
12,751
|
(6)
|
2,359,845
1,369,548
1,040,015
|
||||||||||
Kenneth P. Aron, Ph.D.
Chief Technology Officer
|
2015
2014
2013
|
276,154
258,500
242,000
|
183,515
-
-
|
1,347,060
1,060,750
467,513
|
539,750
40,313
320,251
|
27,322
24,547
26,186
|
(7)
|
2,373,801
1,384,110
1,055,950
|
||||||||||
Achim Henkel
Managing Director of Abaxis
Europe GmbH
|
2015
|
239,866
|
(8)
|
103,597
|
(8)
|
1,347,060
|
341,033
|
(8)
|
13,195
|
(9)
|
2,044,751
|
|||||||
Donald P. Wood
President and Chief Operating
Officer
|
2015
2014
2013
|
291,308
258,500
239,500
|
226,695
-
-
|
1,347,060
1,060,750
467,513
|
666,750
40,313
320,251
|
21,515
18,731
20,720
|
(10)
|
2,553,328
1,378,294
1,047,984
|
(1) | Awards consist of restricted stock units granted to the Named Executive Officer in the fiscal year specified. Amounts shown do not reflect whether the Named Executive Officer has actually realized a financial benefit from the awards (such as by vesting in a restricted stock unit award). Amounts listed in this column represent the grant date fair value of the awards granted in the fiscal year indicated as computed in accordance with Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation” (“ASC 718”). For restricted stock units subject to performance-based vesting, such grant date fair value is based on the probable outcome of the performance conditions as of the grant date, in accordance with ASC 718. Assuming the highest level of performance conditions were met for fiscal 2015, the grant date fair value of performance unit awards would be as follows: (a) Mr. Severson, $1.5 million, (b) Mr. Santa Ines, $980,000, (c) Dr. Aron, $980,000, (d) Mr. Henkel, $980,000 and (e) Mr. Wood, $980,000. |
(2) | For a discussion of the assumptions used in determining the fair value of awards of restricted stock units in the above table and other additional information on restricted stock unit granted, see Note 15 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on June 1, 2015. |
(3) | Represents the cash performance bonuses earned during each fiscal year based on achievement of corporate financial performance goals, as described under “Executive Compensation – Compensation Discussion and Analysis” above. The annual cash bonuses were paid in four quarterly installments within one month following the end of the applicable quarter upon achieving the established quarterly revenues and/or quarterly income before income tax provision goals for that quarter. Amounts do not include bonuses paid during a fiscal year, with respect to bonuses earned in a prior fiscal year. |
(4) | Amounts listed are based upon our actual costs expensed in connection with such compensation. |
(5) | In fiscal 2015, consists of $6,027 in supplemental health plan expenses reimbursed by us, $438 in group life insurance paid by us, $418 in disability insurance premiums paid by us, $444 in long-term care insurance premiums paid by us and $6,531 in matching contributions made by us to Mr. Severson’s 401(k) account. |
(6) | In fiscal 2015, consists of $5,619 in supplemental health plan expenses reimbursed by us, $410 in group life insurance paid by us, $418 in disability insurance premiums paid by us, $513 in long-term care insurance premiums paid by us and $6,406 in matching contributions made by us to Mr. Santa Ines’ 401(k) account. |
(7) | In fiscal 2015, consists of $19,786 in supplemental health plan expenses reimbursed by us, $410 in group life insurance paid by us, $418 in disability insurance premiums paid by us, $302 in long-term care insurance premiums paid by us and $6,406 in matching contributions made by us to Dr. Aron’s 401(k) account. |
(8) |
Amounts have been converted to U.S. dollars in the table above based on using the month end Euro to U.S. dollar exchange rate for salary compensation and the quarter end Euro to U.S. dollar exchange rate for bonus compensation.
|
(9) | In fiscal 2015, consists of $4,480 in supplemental health plan expenses reimbursed by us, $218 in long-term care insurance premiums paid by us and $8,497 in pension insurance contributions made by us. These benefit amounts have been converted to U.S. dollars based on using the month end Euro to U.S. dollar exchange rate. |
(10) | In fiscal 2015, consists of $13,927 in supplemental health plan expenses reimbursed by us, $438 in group life insurance paid by us, $418 in disability insurance premiums paid by us, $326 in long-term care insurance premiums paid by us and $6,406 in matching contributions made by us to Mr. Wood’s 401(k) account. |
Named Executive Officer
|
Base Salary
As a Percentage of
Total Compensation (1)
|
Annual Cash
Incentive Bonus
As a Percentage of
Total Compensation (1)
|
||
Clinton H. Severson
|
13%
|
23%
|
||
Alberto R. Santa Ines
|
12%
|
23%
|
||
Kenneth P. Aron, Ph.D.
|
12%
|
23%
|
||
Achim Henkel
|
12%
|
17%
|
||
Donald P. Wood
|
11%
|
26%
|
(1) | Total compensation is defined as total compensation as reported in the “Summary Compensation Table” for fiscal 2015. Included in the total compensation are long-term equity incentive awards with performance-based vesting criteria. Performance units only provide an economic benefit if the performance goals are achieved. |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
|
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
|
All Other
Stock
Awards:
Number
of Shares
of Stock
|
Grant
Date Fair
Value of
Stock and
Option
|
||||||||||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
or Units
(#) (3)
|
Awards
($) (4)
|
||||||||||||||||||||||||
Clinton H. Severson
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
175,000
|
700,000
|
1,400,000
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
19,000
|
775,580
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
0
|
36,000
|
36,000
|
1,469,520
|
||||||||||||||||||||||||||||
Alberto R. Santa Ines
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
106,250
|
425,000
|
850,000
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
9,000
|
367,380
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
0
|
24,000
|
24,000
|
979,680
|
||||||||||||||||||||||||||||
Kenneth P. Aron, Ph.D.
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
106,250
|
425,000
|
850,000
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
9,000
|
367,380
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
0
|
24,000
|
24,000
|
979,680
|
||||||||||||||||||||||||||||
Achim Henkel
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus (5)
|
81,080
|
324,324
|
648,647
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
9,000
|
367,380
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
0
|
16,000
|
16,000
|
979,680
|
||||||||||||||||||||||||||||
Donald P. Wood
|
|||||||||||||||||||||||||||||||||
Annual cash incentive bonus
|
131,250
|
525,000
|
1,050,000
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
9,000
|
367,380
|
||||||||||||||||||||||||||||||
Restricted stock units
|
4/28/2014
|
0
|
24,000
|
24,000
|
979,680
|
(1) | Actual cash performance bonuses, which were approved by the Board of Directors (with Mr. Severson abstaining) upon recommendation by the Compensation Committee based on achievement of corporate financial performance goals for fiscal 2015, were paid for within one month following the end of the quarter upon achieving the established quarterly revenues and/or quarterly income before income tax provision goals. Actual cash performance bonuses are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above. “Threshold” refers to the minimum amount of annual bonus payable for a certain level of performance under the plan. |
(2) | Consists of a performance-based restricted stock unit granted under, and is subject to, the terms of our 2005 Equity Incentive Plan. Restricted stock units were subject to vesting only if both of the following criteria are satisfied: (a) consolidated income from operations for the fiscal year ended March 31, 2015 was in excess of the applicable target amount; and (b) the recipient remained in the service of the company until the applicable vesting date set forth as follows: (i) 25% shares issuable upon settlement of FY2015 Performance RSUs upon satisfying 90% of target of consolidated income from operations for the year ended March 31, 2015 and time-based vesting on April 28, 2017; (ii) 25% shares issuable upon settlement of FY2015 Performance RSUs upon satisfying 90% of target of consolidated income from operations for the year ended March 31, 2015 and time-based vesting on April 28, 2018; (iii) 25% shares issuable upon settlement of FY2015 Performance RSUs upon satisfying 100% of target of consolidated income from operations for the year ended March 31, 2015 and time-based vesting on April 28, 2017; and (iv) 25% shares issuable upon settlement of FY2015 Performance RSUs upon satisfying 100% of target of consolidated income from operations for the year ended March 31, 2015 and time-based vesting on April 28, 2018. Additional information on restricted stock unit granted is described above in “Restricted Stock Units.” |
(3) | Consists of a time-based restricted stock unit granted under, and is subject to, the terms of our 2005 Equity Incentive Plan. The four-year time-based vesting terms of the restricted stock units is as follows, assuming continuous employment: five percent of the shares vest after the first year; ten percent of the shares vest after the second year; 15 percent of the shares vest after the third year; and 70 percent of the shares vest after the fourth year. Additional information on restricted stock unit granted is described above in “Restricted Stock Units.” |
(4) | Represents the fair value of the restricted stock unit award on the date of grant, pursuant to ASC 718. See Note 15 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K filed with the SEC on June 1, 2015 for additional information. For restricted stock units subject to performance-based vesting, such grant date fair value is based on the probable outcome of the performance conditions as of the grant date, in accordance with ASC 718. Assuming the highest level of performance conditions were met, the grant date fair value of such awards would be as follows: (a) Mr. Severson, $1.5 million, (b) Mr. Santa Ines, $980,000, (c) Dr. Aron, $980,000, (d) Mr. Henkel, $980,000 and (e) Mr. Wood, $980,000. |
(5) | Amounts have been converted to U.S. dollars based on using the exchange rate of Euros on the date that the Compensation Committee approved the fiscal 2015 compensation for executive officers. |
Stock Awards
|
|||||||||
Name
|
Grant
Date
|
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)
|
Market Value of
Shares or
Units of
Stock
That Have
Not Vested
($) (1)
|
||||||
Clinton H. Severson
|
5/2/2011
|
38,500
|
(2)
|
2,468,235
|
|||||
4/30/2012
|
19,550
|
(2)
|
1,253,350
|
||||||
4/29/2013
|
18,050
|
(2)
|
1,157,186
|
||||||
4/28/2014
|
19,000
|
(2)
|
1,218,090
|
||||||
4/28/2014
|
36,000
|
(3)
|
2,307,960
|
||||||
Alberto R. Santa Ines
|
5/2/2011
|
17,500
|
(2)
|
1,121,925
|
|||||
4/30/2012
|
8,925
|
(2)
|
572,182
|
||||||
4/29/2013
|
8,550
|
(2)
|
548,140
|
||||||
4/28/2014
|
9,000
|
|
(2)
|
576,990
|
|||||
4/28/2014
|
24,000
|
(4)
|
1,538,640
|
||||||
Kenneth P. Aron, Ph.D.
|
5/2/2011
|
17,500
|
(2)
|
1,121,925
|
|||||
4/30/2012
|
8,925
|
(2)
|
572,182
|
||||||
4/29/2013
|
8,550
|
(2)
|
548,140
|
||||||
4/28/2014
|
9,000
|
(2)
|
576,990
|
||||||
4/28/2014
|
24,000
|
(3)
|
1,538,640
|
||||||
Achim Henkel
|
5/2/2011
|
14,000
|
(2)
|
897,540
|
|||||
4/30/2012
|
7,650
|
(2)
|
490,441
|
||||||
4/29/2013
|
6,650
|
(2)
|
426,332
|
||||||
4/28/2014
|
9,000
|
(2)
|
576,990
|
||||||
4/28/2014
|
24,000
|
(2)
|
1,538,640
|
||||||
Donald P. Wood
|
5/2/2011
|
17,500
|
(2)
|
1,121,925
|
|||||
4/30/2012
|
8,925
|
(2)
|
572,182
|
||||||
4/29/2013
|
8,550
|
(2)
|
548,140
|
||||||
4/28/2014
|
9,000
|
(2)
|
576,990
|
||||||
4/28/2014
|
24,000
|
(3)
|
1,538,640
|
(1) | The value of the equity award is based on the closing price of our common stock of $64.11 on March 31, 2015, as reported on the NASDAQ Global Select Market. |
(2) | The four-year time-based vesting terms of the restricted stock units is as follows, assuming continuous employment: five percent of the shares vest after the first year; ten percent of the shares vest after the second year; 15 percent of the shares vest after the third year; and 70 percent of the shares vest after the fourth year. Additional information on restricted stock units granted during fiscal 2015 is described above in “Restricted Stock Units.” |
(3) | The restricted stock unit awards vest upon satisfying both performance and service criteria. On April 28, 2015, the Compensation Committee determined that the Company’s consolidated income from operations for fiscal 2015 was above 100% of target and accordingly, because the performance criteria was achieved during fiscal 2015, the Fiscal 2015 Performance Units became eligible to vest in full, if each executive officer provides continuous employment through the vest date on the third and fourth year following the date of grant. |
(4) | The restricted stock unit awards vest upon satisfying both performance and service criteria. On April 28, 2015, we entered into a transition agreement with Mr. Santa Ines to remain with the Company after his retirement as a part-time, nonexecutive employee until May 15, 2016 and, subject to Mr. Santa Ines’ service through such date the time-based vesting of this performance restricted stock units granted to Mr. Santa Ines in April 2014 (which have already vested in full as to the Company’s performance) will be accelerated in full. |
Stock Awards
|
||||||||
Name
|
Number of
Shares
Acquired on
Vesting
(#)
|
Value
Realized on
Vesting
($) (1)
|
||||||
Clinton H. Severson
|
50,000
|
2,039,210
|
||||||
Alberto R. Santa Ines
|
22,750
|
927,838
|
||||||
Kenneth P. Aron, Ph.D.
|
22,750
|
927,838
|
||||||
Achim Henkel
|
18,250
|
744,300
|
||||||
Donald P. Wood
|
22,750
|
927,838
|
(1) | The value realized on vesting of restricted stock units equals the fair market value of our common stock on the settlement date, multiplied by the number of shares that vested. |
· | on the 60th day after the termination date, a lump sum cash payment equal to two times the sum of the participant’s annual base salary and the participant’s target annual bonus amount for the year in which the change of control occurs; |
· | payment of up to 24 months of premiums for medical, dental and vision benefits, provided, however, that if the participant becomes eligible to receive comparable benefits under another employer’s plan, our benefits will be secondary to those provided under such other plan; |
· | reimbursement, on a monthly basis, of up to 24 months of premiums for disability and life insurance benefits if the participant elects to convert his or her disability and/or life insurance benefits under our plans into individual policies following termination; |
· | for a participant who joined the Severance Plan on or after May 2014, full vesting of all equity awards; |
· | for a participant who joined the Severance Plan on or after May 2014, a “better after tax” provision providing that any payment or benefit the participant may receive that would be a “parachute payment” within the meaning of 280G of the Code subject to the Excise Tax will be either paid in full and subject to such Excise Tax or cut back to an amount that will not trigger the Excise Tax, whichever results in the greatest economic benefit for the participant; and |
· | for a participant who joined the Severance Plan prior to May 2014 payment of an amount equal to any Excise Tax, as well as a payment in reimbursement of Excise Taxes and income taxes arising from the initial Excise Tax payment, provided, however, that payment of such amount is capped at $1,000,000 per participant. |
Executive Benefits and Payments Upon Separation
|
Involuntary
Termination (1)
|
Death or
Disability
|
Change In Control
(No Termination)
|
Involuntary
Termination Without
Cause Following a
Change In Control (2)
|
|||||||||||||||||
Clinton H. Severson
|
|||||||||||||||||||||
Salary and bonus
|
$
|
2,400,000
|
-
|
$
|
2,400,000
|
||||||||||||||||
Vesting of time-based restricted stock units
|
$
|
6,096,861
|
(3)
|
$
|
6,096,861
|
(3)
|
$
|
6,096,861
|
(3)
|
|
|||||||||||
Vesting of performance-based restricted stock units
|
$
|
2,307,960
|
(3)
|
|
$
|
2,307,960
|
(3)
|
|
$
|
2,307,960
|
(3)
|
|
|||||||||
Health and welfare benefits
|
$
|
14,654
|
(4)
|
|
-
|
$
|
14,654
|
(4)
|
|
||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5)
|
|
|||||||||||||||
Total
|
$
|
10,819,475
|
$
|
8,404,821
|
$
|
10,819,475
|
|||||||||||||||
Alberto R. Santa Ines
|
|||||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,410,000
|
|||||||||||||||||
Vesting of time-based restricted stock units
|
-
|
$
|
2,819,237
|
(3)
|
|
$
|
2,819,237
|
(3)
|
|
||||||||||||
Vesting of performance-based restricted stock units
|
-
|
$
|
1,538,640
|
(3)
|
|
$
|
1,538,640
|
(3)
|
|
||||||||||||
Health and welfare benefits
|
-
|
-
|
$
|
12,894
|
(6)
|
|
|||||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5)
|
|
|||||||||||||||
Total
|
-
|
$
|
4,357,877
|
$
|
5,780,771
|
||||||||||||||||
Kenneth P. Aron, Ph.D.
|
|||||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,410,000
|
|||||||||||||||||
Vesting of time-based restricted stock units
|
-
|
$
|
2,819,237
|
(3)
|
|
$
|
2,819,237
|
(3)
|
|
||||||||||||
Vesting of performance-based restricted stock units
|
-
|
$
|
1,538,640
|
(3)
|
|
$
|
1,538,640
|
(3)
|
|
||||||||||||
Health and welfare benefits
|
-
|
-
|
$
|
41,228
|
(6)
|
|
|||||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5)
|
|
|||||||||||||||
Total
|
-
|
$
|
4,357,877
|
$
|
5,809,105
|
||||||||||||||||
Achim Henkel (7)
|
|||||||||||||||||||||
Salary and bonus
|
$
|
162,750
|
$
|
108,500
|
(8)
|
|
-
|
$
|
943,950
|
||||||||||||
Vesting of time-based restricted stock units
|
$
|
2,391,303
|
(3)
|
|
$
|
2,391,303
|
(3)
|
|
|||||||||||||
Vesting of performance-based restricted stock units
|
$
|
1,538,640
|
(3)
|
|
$
|
1,538,640
|
(3)
|
|
|||||||||||||
Health and welfare benefits
|
-
|
-
|
|||||||||||||||||||
Excise tax reimbursement and related gross up
|
-
|
$
|
0
|
(5)
|
|
||||||||||||||||
Total
|
$
|
162,750
|
$
|
108,500
|
$
|
3,929,943
|
$
|
4,873,893
|
|||||||||||||
Donald P. Wood
|
|||||||||||||||||||||
Salary and bonus
|
-
|
-
|
$
|
1,650,000
|
|||||||||||||||||
Vesting of time-based restricted stock units
|
-
|
$
|
2,819,237
|
(3)
|
|
$
|
2,819,237
|
(3)
|
|||||||||||||
Vesting of performance-based restricted stock units
|
-
|
$
|
1,538,640
|
(3)
|
|
$
|
1,538,640
|
(3)
|
|
||||||||||||
Health and welfare benefits
|
-
|
-
|
$
|
29,566
|
(6)
|
|
|||||||||||||||
Excise tax reimbursement and related gross up
|
-
|
-
|
$
|
0
|
(5)
|
|
|||||||||||||||
Total
|
-
|
$
|
4,357,877
|
$
|
6,037,443
|
(1) | The amounts listed for Mr. Severson are payments upon a termination without cause or upon his resignation for good reason, and are based on the aggregate of two years of salary, bonus, unvested time-based restricted stock units, unvested performance-based restricted stock units and benefits if his employment with us is terminated for any reason other than cause or if he resigns for good reason (as defined in Mr. Severson’s amended and restated employment agreement effective October 2010). The amounts listed for Mr. Henkel are based on the aggregate of nine months of his base salary upon an involuntary termination (as defined in Mr. Henkel’s service agreement). Mr. Henkel’s cash compensation is paid in Euros and has been converted to U.S. dollars based on the Euro to U.S. dollar exchange rate on March 31, 2015, the last day of fiscal 2015. |
(2) | Amounts assume that the Named Executive Officer was terminated without cause or due to constructive termination during the 18-month period following a change in control. |
(3) | The values of the time-based restricted stock unit and performance-based restricted stock unit assume that the market price per share of our common stock on the date of termination of employment was equal to the closing price of our common stock of $64.11 on March 31, 2015, as reported on the NASDAQ Global Select Market. |
(4) | Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability, life insurance and long-term care benefits. |
(5) | For purposes of computing the excise tax reimbursement and related gross up payments, base amount calculations are based on the Named Executive Officer’s taxable wages for fiscal years 2011 through 2015. For Mr. Henkel, the amount above is based on the assumption that U.S. tax laws will not apply to Mr. Henkel, and therefore he would not receive the excise tax reimbursement or related gross up payments provided for in the Severance Plan. |
(6) | Health and welfare benefits include payment of 24 months of premiums for medical, dental, vision, disability and life insurance benefits. |
(7) | Salary and bonus for Mr. Henkel was converted to U.S. dollars based on the Euro to U.S. dollar exchange rate on March 31, 2015. Mr. Henkel’s benefits upon a termination or change in control may be adjusted as required under applicable foreign law; the amounts in the table above for Mr. Henkel assume that no such adjustments are required. |
(8) |
The amount listed for Mr. Henkel is based on the aggregate of six months of his base salary upon a termination due to his death or disability (as defined in Mr. Henkel’s service agreement). The payment would be reduced by any health insurance payments upon such events, which are not reflected in the table above. Mr. Henkel’s cash compensation is paid in Euros and has been converted to U.S. dollars based on the Euro to U.S. dollar exchange rate on March 31, 2015, the last day of fiscal 2015.
|
Name (1)
|
Fees Earned or
Paid in Cash
($)
|
Stock
Awards
($) (2) (3)
|
Total
($)
|
|||||||||
Vernon E. Altman
|
34,250
|
204,100
|
238,350
|
|||||||||
Richard J. Bastiani, Ph.D.
|
36,750
|
204,100
|
240,850
|
|||||||||
Michael D. Casey
|
31,250
|
204,100
|
235,350
|
|||||||||
Henk J. Evenhuis
|
39,750
|
204,100
|
243,850
|
|||||||||
Prithipal Singh, Ph.D.
|
36,250
|
204,100
|
240,350
|
(1) | Clinton H. Severson, our Chief Executive Officer and Director, is not included in this table as he is an employee of Abaxis and receives no compensation for his services as a director. The compensation received by Mr. Severson as an employee is shown in the “Summary Compensation Table” above. |
(2) | Each non-employee director listed in the table above was granted an award of 5,000 restricted stock units on April 28, 2014 under our 2005 Plan. Amounts listed in this column represent the grant date fair value of the awards in accordance with ASC 718. Amounts shown do not reflect whether the non-employee director has actually realized a financial benefit from the awards (such as by vesting in a restricted stock unit award). For a discussion of the assumptions used in determining the fair value of awards of restricted stock units in the above table, see Note 15 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K filed with the SEC on June 1, 2015. No stock awards were forfeited by our non-employee directors during fiscal 2015. |
(3) | As of March 31, 2015, each of our non-employee directors held 5,000 shares of unvested restricted stock units. |
Item 12.
|
Name and Address of Beneficial Owner
|
Shares
Beneficially
Owned
|
Percent of
Abaxis
Common Stock
Beneficially
Owned(1)
|
||||||
Five Percent Holders:
|
||||||||
Brown Capital Management, LLC and The Brown Capital Management Small Company Fund(3)
|
3,549,868
|
15.7
|
%
|
|||||
BlackRock, Inc.(4)
|
2,125,392
|
9.4
|
%
|
|||||
PRIMECAP Management Company(5)
|
2,022,200
|
8.9
|
%
|
|||||
Kayne Anderson Rudnick Investment Management, LLC(6)
|
2,013,599
|
8.9
|
%
|
|||||
Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds(7)
|
1,648,973
|
7.3
|
%
|
|||||
The Vanguard Group, Inc.(8)
|
1,478,550
|
6.5
|
%
|
|||||
Named Executive Officers:(2)
|
||||||||
Clinton H. Severson
|
565,847
|
2.5
|
%
|
|||||
Alberto R. Santa Ines
|
89,434
|
*
|
||||||
Kenneth P. Aron, Ph.D.(9)
|
87,639
|
*
|
||||||
Donald P. Wood
|
45,677
|
*
|
||||||
Achim Henkel
|
43,950
|
*
|
||||||
Outside Directors:(2)
|
||||||||
Richard J. Bastiani, Ph.D.(10)
|
51,700
|
*
|
||||||
Prithipal Singh, Ph.D.
|
40,000
|
*
|
||||||
Michael D. Casey
|
18,200
|
*
|
||||||
Vernon E. Altman
|
16,000
|
*
|
||||||
Henk J. Evenhuis
|
13,400
|
*
|
||||||
Executive officers and directors as a group(11 persons)(11)
|
973,014
|
4.3
|
%
|
*
|
Less than one percent.
|
(1) | The percentages shown in this column are calculated based on 22,671,769 shares of common stock outstanding on May 29, 2015 and includes shares of common stock that such person or group had the right to acquire on or within sixty days after that date, including, but not limited to, upon the vesting of restricted stock units. |
(2) | The business address of the beneficial owners listed is c/o Abaxis, Inc., 3240 Whipple Road, Union City, CA 94587. |
(3) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 5, 2015 by Brown Capital Management, LLC, reporting sole power to vote and dispose of 2,224,470 and 3,549,868 shares, respectively; and by The Brown Capital Management Small Company Fund, reporting sole power to vote and dispose of 1,833,580 shares. The Brown Capital Management Small Company Fund is a registered investment company that is managed by Brown Capital Management, LLC, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). The business address for Brown Capital Management, LLC and The Brown Capital Management Small Company Fund is 1201 North Calvert Street, Baltimore, MD 21202. |
(4) | Based on information set forth in a Schedule 13G/A filed with the SEC on January 15, 2015 by BlackRock, Inc., a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G), reporting sole power to vote and dispose of 2,074,939 and 2,125,392 shares, respectively. The business address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10022. |
(5) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2015 by PRIMECAP Management Company, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 1,834,200 and 2,022,200 shares, respectively. The business address for PRIMECAP Management Company is 225 South Lake Avenue, Suite 400, Pasadena, CA 91101. |
(6) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 5, 2015 by Kayne Anderson Rudnick Investment Management, LLC, an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 2,013,599 shares. The business address for Kayne Anderson Rudnick Investment Management, LLC is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067. |
(7) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 11, 2015 by both Neuberger Berman Group LLC and Neuberger Berman LLC, reporting shared power to vote and dispose of 1,644,473 and 1,648,973 shares, respectively; by Neuberger Berman Management LLC, reporting shared power to vote and dispose of 1,457,554 shares and by Neuberger Berman Equity Funds, reporting shared power to vote and dispose of 1,277,100 shares. Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds are a group in accordance with Rule 13d-1(b)(1)(ii)(K). The business address for Neuberger Berman Group LLC, Neuberger Berman LLC, Neuberger Berman Management LLC and Neuberger Berman Equity Funds is 605 Third Avenue, New York, NY 10158. |
(8) | Based on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2015 by The Vanguard Group, Inc., an investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E), reporting sole power to vote and dispose of 31,035 and 1,450,015 shares, respectively; and shared power to dispose of 28,535 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 28,535 shares and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 2,500 shares. The business address for The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, PA 19355. |
(9) | Includes: |
·
|
87,139 shares held by Dr. Aron; and
|
·
|
500 shares held by Mrs. Aron’s IRA.
|
(10) | Includes: |
·
|
51,400 shares held by Dr. Bastiani.
|
·
|
300 shares held by Dr. Bastiani’s wife.
|
(11) | Includes: |
·
|
972,964 shares held by all executive officers and directors as a group; and
|
·
|
50 shares subject to the vesting of restricted stock units for all executive officers and directors as a group within sixty days of May 29, 2015.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans(1)
|
|||||||||
Equity compensation plans approved by our shareholders:
|
||||||||||||
Equity Incentive Plan(2)
|
827,126
|
$
|
0.00
|
(3) |
875,345
|
|||||||
Equity compensation plans not approved by our shareholders:
|
||||||||||||
Warrants to purchase common stock(4)
|
4,000
|
$
|
3.00
|
-
|
||||||||
Total:
|
831,126
|
$
|
3.00
|
(3) |
875,345
|
(1) | The shares are available for award grant purposes under the 2014 Plan and exclude shares listed under the column “Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights.” |
(2)
|
The 2014 Plan, which was approved by our shareholders on October 22, 2014, is the successor to and continuation of the 2005 Plan.
|
(3) | Represents outstanding and unvested restricted stock unit awards for which there is no exercise price. |
(4) | Consists of warrants issued to K-State Veterinary Diagnostic Lab and Kansas State University Institute for Commercialization (formerly known as National Institute for Strategic Technology Acquisition and Commercialization) to purchase 4,000 shares of Abaxis common stock. In March 2015, the terms of our agreement with Kansas State University Institute for Commercialization were amended and accordingly, the vesting of these outstanding warrants was accelerated. The exercise price of the warrants issued is $3.00 per share and have a term of five years, expiring in fiscal years 2016 through 2017. In April 2015, 4,000 warrants were exercised. |
Year Ended March 31,
|
||||||||
2015
|
2014
|
|||||||
Audit Fees(1)
|
$
|
746,000
|
$
|
692,000
|
||||
Audit-Related Fees(2)
|
27,000
|
27,000
|
||||||
Tax Fees
|
-
|
-
|
||||||
All Other Fees
|
-
|
-
|
||||||
Total All Fees
|
$
|
773,000
|
$
|
719,000
|
(1) | Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements, including attestation services related to Section 404 of the Sarbanes-Oxley Act of 2002. |
(2) | Audit-related fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.” In fiscal 2015 and 2014, these services include attestation services related to Abaxis’ tax deferral savings plan. |
(a) | The following financial statements, schedules and exhibits are filed as part of this report: |
1. | Financial Statements - The Financial Statements required by this item are listed on the Index to Consolidated Financial Statements in Part II, Item 8 of the original 10-K. |
2. | Financial Statement Schedules – |
· | Schedule II – Valuation and Qualifying Accounts and Reserves is included in the original 10-K. |
· | Other financial statement schedules are not included because they are not required or the information is otherwise shown in the consolidated financial statements or notes thereto. |
3. | Exhibits - The exhibits listed on the accompanying Exhibit Index are filed as part of, or are incorporated by reference into, this report. |
(b)
|
See Item 15(a)(3) above.
|
(c)
|
See Item 15(a)(2) above.
|
ABAXIS, INC.
|
||
By:
|
/s/ Clinton H. Severson
|
|
Clinton H. Severson
|
||
Chairman of the Board and Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Clinton H. Severson
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
July 29, 2015
|
||
Clinton H. Severson
|
||||
/s/ Alberto R. Santa Ines
|
Chief Financial Officer and Vice President of Finance
(Principal Financial and Accounting Officer)
|
July 29, 2015
|
||
Alberto R. Santa Ines
|
||||
*
|
Director
|
July 29, 2015
|
||
Vernon E. Altman
|
||||
*
|
Director
|
July 29, 2015
|
||
Richard J. Bastiani, Ph.D.
|
||||
*
|
Director
|
July 29, 2015
|
||
Michael D. Casey
|
||||
*
|
Director
|
July 29, 2015
|
||
Henk J. Evenhuis
|
||||
*
|
Director
|
July 29, 2015
|
||
Prithipal Singh, Ph.D.
|
* By:
|
/s/ Clinton H. Severson
|
|
Clinton H. Severson
|
||
As Attorney-in-Fact
|
Description of Document
|
|
3.1
|
Amended and Restated Articles of Incorporation, as amended (filed with the Securities and Exchange Commission on May 30, 2014 as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and incorporated herein by reference).
|
3.2
|
Amended and Restated Bylaws (filed with the Securities and Exchange Commission on July 10, 2015 as Exhibit 3.2 to our Current Report on Form 8-K and incorporated herein by reference).
|
4.1
|
Form of Warrant to Purchase Shares of Common Stock of Abaxis, Inc. issued to the National Institute for Strategic Technology Acquisition and Commercialization (filed with the Securities and Exchange Commission on June 13, 2011 as Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2011 and incorporated herein by reference).
|
4.2
|
Reference is made to Exhibit 3.1and Exhibit 3.2.
|
10.1
|
Lease Agreement with Principal Development Investors, LLC, dated June 21, 2000 (filed with the Securities and Exchange Commission on January 10, 2001 as Exhibit 10.10 to our Registration Statement on Form S-3 and incorporated herein by reference).
|
10.2*
|
Amended and Restated Executive Employment Agreement with Mr. Clinton H. Severson, dated October 27, 2010 (filed with the Securities and Exchange Commission on February 9, 2011 as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2010 and incorporated herein by reference).
|
10.3*
|
2005 Equity Incentive Plan, as amended and restated through November 8, 2012 (filed with the Securities and Exchange Commission on February 11, 2013 as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and incorporated herein by reference).
|
10.4*
|
Form of Notice of Grant of Restricted Stock Units (time vesting) under the 2005 Equity Incentive Plan (filed with the Securities and Exchange Commission on June 14, 2013 as Exhibit 10.7 to our Annual Report on Form 10-K for the year ended March 31, 2013 and incorporated herein by reference).
|
10.5*
|
Form of Notice of Grant of Restricted Stock Units (performance vesting) under the 2005 Equity Incentive Plan (filed with the Securities and Exchange Commission on June 14, 2013 as Exhibit 10.8 to our Annual Report on Form 10-K for the year ended March 31, 2013 and incorporated herein by reference).
|
10.6*
|
2014 Equity Incentive Plan (filed with the Securities and Exchange Commission on October 22, 2014 as Exhibit 99.2 to our Registration Statement on Form S-8 (File No. 333-199518) and incorporated herein by reference)..
|
10.7*
|
Forms of Restricted Stock Unit (time vesting) Grant Notice and Award Agreements under the Abaxis, Inc. 2014 Equity Incentive Plan (filed with the Securities and Exchange Commission on February 9, 2015 as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 and incorporated herein by reference).
|
10.8*
|
Forms of Restricted Stock Unit (performance vesting) Grant Notice and Award Agreements under the Abaxis, Inc. 2014 Equity Incentive Plan (filed with the Securities and Exchange Commission on February 9, 2015 as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2014 and incorporated herein by reference).
|
10.9*
|
Abaxis, Inc. Executive Change of Control Severance Plan, as amended as of December 23, 2008 (filed with the Securities and Exchange Commission on February 9, 2009 as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2008 and incorporated herein by reference).
|
10.10*
|
Fiscal 2016 Base Salary and Target Bonus for the Named Executive Officers (filed with the Securities and Exchange Commission on May 4, 2015 as a part of our Current Report on Form 8-K and incorporated herein by reference).
|
10.11*
|
Form of Indemnity Agreement entered into by Abaxis, Inc. with each of its directors and executive officers (filed with the Securities and Exchange Commission on June 13, 2008 as Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 and incorporated herein by reference).
|
10.12*
|
Transition Agreement between Abaxis, Inc. and Alberto Santa Ines, dated May 1, 2015 (filed with the Securities and Exchange Commission on May 4, 2015 as Exhibit 99.1 to our Current Report on Form 8-K and incorporated herein by reference).
|
10.13*
|
Offer Letter Agreement between Abaxis, Inc. and Dean Ross Taylor, dated April 29, 2015 (filed with the Securities and Exchange Commission on May 4, 2015 as Exhibit 99.2 to our Current Report on Form 8-K and incorporated herein by reference).
|
10.14*
|
Transition Agreement between Abaxis, Inc. and Vladimir E. Ostoich, Ph.D., dated August 15, 2014 (filed with the Securities and Exchange Commission on August 21, 2014 as Exhibit 10.1 to our Current Report on Form 8-K and incorporated by reference).
|
10.15*
|
Executive Employment Agreement, dated as of May 1, 2014, with Craig M. Tockman (filed with the Securities and Exchange Commission on August 11, 2014 as Exhibit 10.1 to our Quarterly Report on Form 10-K for the quarter ended June 30, 2014 and incorporated herein by reference).
|
10.16
|
First Amendment to Lease Agreement with Principal Development Investors, LLC, dated as of August 28, 2000 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.23 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
10.17
|
Second Amendment to Lease Agreement with Principal Development Investors, LLC, dated as of November 20, 2000 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.24 with our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
10.18
|
Third Amendment to Lease Agreement with Crossroads Technology Partners and Nearon Crossroads, LLC, as successors in interest to Principal Development Investors, LLC, dated as of April 10, 2002 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
10.19
|
Fourth Amendment to Lease Agreement with Whipple Road Holdings, LLC, SFP Crossroads, LLC and Woodstock Bowers, LLC, dated March 11, 2010 (filed with the Securities and Exchange Commission on June 14, 2010 as Exhibit 10.26 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2010 and incorporated herein by reference).
|
10.20+
|
Distributor Agreement by and between Lextron, Inc. including subsidiaries TW Medical Veterinary Supply and VetPham and Abaxis, Inc., dated April 1, 2010 (filed with the Securities and Exchange Commission on June 14, 2012 as Exhibit 10.17 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 and incorporated herein by reference).
|
10.21+
|
Exclusive Agreement, dated October 26, 2012, by and between Abaxis, Inc. and Abbott Point of Care, Inc. (filed with the Securities and Exchange Commission on July 2, 2013 as Exhibit 10.1 to the Amendment to our Quarterly Report on Form 10-Q for the quarter ended December 31, 2012 and incorporated herein by reference).
|
10.22
|
Non-Exclusive Distributor Agreement, dated as of September 28, 2012, by and between MWI Veterinary Supply, Inc. (“MWI”) and Abaxis, Inc. (filed with the Securities and Exchange Commission on November 27, 2012 as Exhibit 10.27 to MWI’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and incorporated herein by reference).
|
10.23+
|
Letter Agreement, dated as of September 28, 2012, by and between MWI and Abaxis, Inc. (filed with the Securities and Exchange Commission on November 27, 2012 as Exhibit 10.28 to MWI’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012 and incorporated herein by reference).
|
10.24
|
Amendment to Exclusive Agreement between Abaxis, Inc. and Abbott Point of Care Inc., dated September 30, 2013 (filed with the Securities and Exchange Commission on November 12, 2013 as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2013).
|
10.25++
|
Asset Purchase Agreement, dated as of March 19, 2015, between Antech Diagnostics, Inc. and Abaxis, Inc. (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 10.25 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
Service Agreement between Abaxis Europe GmbH, Abaxis, Inc. and Achim Henkel, dated May 30, 2008.
|
|
21.1
|
Subsidiaries of Abaxis, Inc. (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 21.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
23.1
|
Consent of Burr Pilger Mayer, Inc., Independent Registered Public Accounting Firm (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 23.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
24.1
|
Power of Attorney (included on the signature page to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the Securities and Exchange Commission on June 1, 2015 and incorporated herein by reference).
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
32.1#
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 32.1 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
32.2#
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 32.2 to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.INS
|
XBRL Instance Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.INS to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.SCH
|
XBRL Taxonomy Extension Schema Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.SCH to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.CAL to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.LAB to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.PRE to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document (filed with the Securities and Exchange Commission on June 1, 2015 as Exhibit 101.DEF to our Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and incorporated herein by reference).
|
+
|
Confidential treatment of certain portions of this agreement has been granted by the Securities and Exchange Commission.
|
++
|
Confidential treatment of certain portions of this agreement has been requested from the Securities and Exchange Commission.
|
*
|
Management contract or compensatory plan or arrangement.
|
1.
|
Mr. Henkel is Managing Director of the Company.
|
2.
|
The Managing Director shall represent the Company alone. The Company reserves the right to appoint at any time further managing directors and to establish a different arrangement regarding the Company's representation.
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3.
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The responsibilities of the Managing Director can be specified in more detail, limited, complemented, amended or changed by the shareholders in line with the potential of the Managing Director and the needs of the Company.
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4.
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The Managing Director shall actively manage the Company in accordance with the law, the Articles of Association and the by-laws for the management, as amended from time to time and in compliance with the instructions given to him by the Company respectively the shareholders meeting.
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5.
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The Managing Director shall be entitled to request a shareholder decision at any time.
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6.
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The place of work of the Managing Director shall be Darmstadt. The performance of his duties necessitates traveling.
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7.
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The shareholder may provide the Managing Director with the respective valid Approval Matrix in written form. The Managing Director has to adhere to the terms of the Approval Matrix.
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1.
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In return for his services, the Managing Director shall be entitled to a fixed annual gross salary of 145.200,00 EUR which shall be payable in twelve (12) equal instalments at the end of each month.
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2.
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If the Managing Director is employed or gives notice during a calendar year, remuneration shall be payable on a pro rata temporis basis.
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1.
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The Managing Director shall be entitled to thirty working days paid leave per calendar year.
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2.
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Vacation period shall be agreed upon with the shareholder in due consideration of current business circumstances.
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3.
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In case the Managing Director cannot take the vacation until the end of the year or not completely due to business or personal reasons, the vacation entitlement may be carried over until 31 March of the following year.
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4.
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In the year of joining and leaving the Company the days of vacation will be granted pro rata temporis.
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1.
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The Managing Director undertakes to keep confidential all business matters and transactions connected with the Company and affiliated enterprises. This shall apply in particular to all trade and business secrets and all secrets in relation to the business policy.
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2.
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The obligation also applies vis-a-vis employees of the Company as far as such employees are not authorized or entitled by their official position or employment contract to receive such information. The obligation to maintain confidentiality shall especially cover all details of this agreement concerning the amount of remuneration and the term of the Agreement.
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3.
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These obligations shall survive the termination of this Managing Director Service Agreement.
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1.
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The Managing Director undertakes to devote his entire capacity to work and his entire knowledge and experience to the Company.
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2.
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The Managing Director shall not have any fixed working hours.
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3.
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If the Managing Director is planning to take up a secondary employment for valuable consideration or free of charge, this shall be subject to the prior approval of the meeting of shareholders. This shall also apply if the Managing Director is willing to take on any posts in an honorary capacity, in an advisory board, supervisory board or similar positions. Any publications and lectures held by the Managing Director relating to the Company's business affairs shall also be subject to the prior approval of the meeting of shareholders.
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1.
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The Managing Director undertakes to promptly inform the Company of any inability to attend work, for how long he is likely to be unfit for work and for what reason he is unable to work.
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2.
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In the event that the Managing Director is absent due to illness he shall be obliged to inform the shareholder without undue delay. If absent for more than one week he shall be obliged to provide the Company with doctors certificate. These obligations shall continue to exist beyond the period of time set out in Sec. 7.3 of this Section.
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3.
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If the Managing Director is prevented from work, through no fault of his own, due to illness, payment of remuneration shall continue for a period of 6 months. Potential payments made by a health insurance will be credited against the salary.
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4.
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The Managing Director hereby assigns his damage claims excluding his entitlements to compensation for personal suffering to the Company, to the extent he is injured by a third party and the Company continues payment for salary.
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5.
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If the Managing Director dies within the term of this contract and before the end of his appointment as Managing Director, the company is obligated to pay the last monthly salary set forth in §2.1 of this agreement for 6 month following the month of death to his widow or to his dependent children.
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1.
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The Managing Director undertakes to return to the Company all business documents, papers (including duplicates and copies and in whatsoever form, e. g. electronic) as well as any items being in his possession upon termination of employment. For whatsoever reason, and to confirm to the Company in writing that he has completely fulfilled his obligation to return. There shall be no right of retention.
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2.
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In the event of any release from the duties to perform services, the resignation from office or revocation of the appointment as managing director at any time and for any reason, the obligation pursuant to § 9.1 shall be become due when the respective measure takes effect.
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1. | This Managing Director Service Agreement shall be concluded for an indefinite term. |
2. | Unless terminated earlier, the employer-employee relationship shall end automatically, i.e. without notice of termination having to be given, at the end of the month in which the Managing Director attained the age of 67 at the latest. |
3.
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Each contractual party shall be entitled to give notice of termination of the employer-employee relationship subject to nine months' notice to the end of the year.
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4. | Notice of termination shall only be effective in writing. |
5. | The Company shall be entitled to discharge the Managing Director from his duties any time. If the Managing Director is discharged from his duties, this shall not affect the Company's obligation to continue paying the salary agreed in the Agreement to the Managing Director until termination of the employer-employee relationship. |
6. | The Parties agree that in case of termination of the Agreement by the Company, § 1 a German Employment Protection Act (KSchG) shall apply analogously subject to § 10.7. The Parties also agree that the Managing Director's term of service from 1 November 1999, shall be take into account to calculate. |
7. | If the Managing Director's employment agreement is terminated by the Company for any reason other than cause, death, or disability within 18 months from the date of a "Change of Control" (as defined in the following) of the Company or its sole shareholder ABAXIS Inc., the Managing Director shall be entitled to receive severance benefits pursuant to the approved and adopted ABAXIS, Inc. Executive Change of Control Severance Plan attached as Exhibit 3 provided that the Board of Directors of ABAXIS, Inc. approve the designation of the Managing Director as participant in the Severance Plan. As long as the Board of Directors has not approved the designation of the Managing Director as participant in the Severance Plan, he shall be entitled to receive a lump sum payment equal to one time the sum of the Managing Director's annual fixed salary and the target annual bonus amount for the year in which the Change of Control occurs. In any case of a termination of the Managing Director's employment agreement by the Company for any reason other than cause, death, or disability within 18 months from the date of a Change of Control, § 10.6 shall not apply and § 10.3 remains, however, unaffected. |
(A) | the Control (as defined below) in the Company or its sole shareholder is changed by any legal transaction including but not limited to transfers of shares, restructurings, conversions or other agreements to the same effect or |
(B) | the substantial assets of the entire business of the Company or its sole shareholder are sold, transferred or otherwise disposed to a third party. |
1. | The parties agree that this employment of the Managing Director is subject only to the terms and conditions set forth herein. All previous employment contracts with the Company or its sole shareholder and oral as well as written conditions will be cancelled and replaced by this contract. |
2. | No collateral agreements have been made between the Managing Director and the Company neither orally nor in writing in addition to the provisions stipulated in this contract. |
3.
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Any future changes in and amendments to this contract shall only be effective in writing. Oral agreements shall be invalid; this shall also apply to all modification to this agreement and to the cancellation of this clause.
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4.
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If any provisions of this contract are or become ineffective, this shall not affect the validity of the contract as a whole. In this case, the ineffective provision must be replaced by an effective clause which most closely corresponds to the invalid clause as far as the economic purpose of the contract is concerned.
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5. | This Agreement is executed in German and English. If there is a discrepancy between both versions the German version shall prevail. |
6. | Without regard to choice of law provisions this Managing Director Service Agreement is governed by and will be construed in accordance with the laws of Germany. |
7. | For all disputes of any kind arising out of or related to this Agreement including its validity, the parties consent to the jurisdiction and to the venue of the competent courts located in Darmstadt. |
8. | The Managing Director confirms to have received a duly executed version of this agreement. |
Darmstadt, 30 May 2008
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/s/ Achim Henkel | ||
Achim Henkel |
1. | I have reviewed this Amendment to the Annual Report on Form 10-K/A of Abaxis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
Date: July 29, 2015
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/s/ Clinton H. Severson | ||
Clinton H. Severson
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Chief Executive Officer
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1. | I have reviewed this Amendment to the Annual Report on Form 10-K/A of Abaxis, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have: |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
Date: July 29, 2015
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/s/ Alberto R. Santa Ines | ||
Alberto R. Santa Ines
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Chief Financial Officer and Vice President of Finance
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