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): March 13, 2008
STERIS Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 1-14643 | 34-1482024 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5960 Heisley Road, Mentor, Ohio | 44060-1834 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (440) 354-2600
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:
| ¨ | 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 March 14, 2008, the Board of Directors of STERIS Corporation (the “Company”) announced the appointment of Michael J. Tokich, as Senior Vice President and Chief Financial Officer of the Company, effective on March 13, 2008 (the “Effective Date”). Mr. Tokich, 39, has served as Vice President and Corporate Controller since July 2002. He joined STERIS in May 2000 as Assistant Corporate Controller. He became Corporate Controller in March 2001.
In connection with Mr. Tokich’s appointment as Senior Vice President and Chief Financial Officer, the Board of Directors authorized and approved the following compensation: an annual base salary of $275,000; a grant of 13,600 stock options; and a grant of 4,600 restricted shares. The stock options and restricted shares awards will be granted under the Company’s 2006 Long-Term Equity Incentive Plan and will be priced at the closing price of the Company’s common stock on the New York Stock Exchange on March 14, 2008.
The options will vest over four years, with one-fourth vesting on each anniversary of the March 14, 2008 award date. The restricted shares vest on the third anniversary of the March 14, 2008 award date. Vesting of the options and restricted shares may be accelerated in certain circumstances, and unvested grants generally would terminate upon termination of employment.
Mr. Tokich has been eligible to participate in certain Company benefits and perquisite programs and previously entered into a Change of Control Agreement with the Company.
There are no arrangements or understandings between Mr. Tokich and any other person pursuant to which Mr. Tokich was appointed Senior Vice President and Chief Financial Officer nor is there a family relationship between any director or executive officer and Mr. Tokich. Mr. Tokich has not entered into any related party transactions with STERIS that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Tokich’s appointment is filed with this report as Exhibit 99.1 and incorporated herein by reference.
Also as of the Effective Date, the Board of Directors appointed Gerard J. Reis, who previously served as Senior Vice President and Group President, Life Sciences, as Senior Vice President, Government and Administration. John Voyzey will lead the Company’s Life Sciences business segment.
| Item 8.01 | Other Events. |
New Share Repurchase Authorized
On March 14, 2008, STERIS Corporation announced that its Board of Directors authorized the repurchase of up to $300 million in shares of STERIS common stock. This share repurchase authorization replaces an existing authorization that had approximately $160 million remaining. A copy of the press release announcing this action is attached hereto as Exhibit 99.2 and incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by STERIS Corporation on March 14, 2008 regarding the appointment of Michael J. Tokich as Senior Vice President and Chief Financial Officer | |
| 99.2 | Press Release issued by STERIS Corporation on March 14, 2008 regarding New Share Repurchase Authorization | |
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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.
| STERIS CORPORATION | ||
| By | /s/ Mark D. McGinley | |
| Mark D. McGinley | ||
| Senior Vice President, General Counsel, and Secretary | ||
Date: March 14, 2008
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by STERIS Corporation on March 14, 2008 regarding the appointment of Michael J. Tokich as Senior Vice President and Chief Financial Officer | |
| 99.2 | Press Release issued by STERIS Corporation on March 14, 2008 regarding New Share Repurchase Authorization | |
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Exhibit 99.1
STERIS CORPORATION
NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
STERIS CORPORATION NAMES MICHAEL J. TOKICH CHIEF FINANCIAL OFFICER
Mentor, Ohio (March 14, 2008)—STERIS Corporation (NYSE: STE) today announced that Michael J. Tokich, 39, has been promoted to senior vice president and chief financial officer. Mr. Tokich joined STERIS in 2000 and was most recently vice president and corporate controller. He will report to Walt Rosebrough, president and chief executive officer and have primary responsibility for financial reporting, financial planning, investor relations, tax, and treasury, and will continue to serve as the Company’s principal accounting officer.
“I am very pleased to have Mike take on more leadership responsibility at the Company. As acting co-lead of the CFO role over the past 16 months, he has provided stability and leadership to the function during a time of management transition,” commented Walt Rosebrough, President and Chief Executive Officer of STERIS. “His experience, familiarity with the operations of the Company, and the actions he has taken to create value make him best suited for this role. Mike led our efforts in the third quarter to put a stop to our historic trend in operating expense growth. Currently, he is completing a detailed review of expenses to generate significant near-term savings. Additionally, he will oversee the implementation of a more aggressive capital structure including our share repurchase program. Before the end of our current fiscal year ending March 31, 2008, we will announce more details of our expense reduction program along with the impact of the associated restructuring charges.”
Mr. Tokich joined STERIS in 2000 as assistant corporate controller and became corporate controller in 2001. In July 2002, he was promoted to vice president and corporate controller. In this role, Mr. Tokich had responsibility for corporate accounting, financial reporting and internal controls. During his time with the Company, Mr. Tokich played a key role in significantly improving the Company’s balance sheet, streamlining the financial reporting process and leading the Company’s initiatives to comply with the Sarbanes-Oxley Act. Prior to joining STERIS, Mr. Tokich was a divisional vice president and assistant controller at OfficeMax, Inc., a leading global office supply retailer. Mr. Tokich holds a bachelor’s degree in Business Administration with an emphasis on accounting from Kent State University, Kent, Ohio.
STERIS Corporation
News Announcement
Page 2
About STERIS
The mission of STERIS Corporation is to provide a healthier today and safer tomorrow through knowledgeable people and innovative infection prevention, decontamination and health science technologies, products and services. The Company’s more than 5,000 dedicated employees around the world work together to supply a broad array of solutions by offering a combination of equipment, consumables and services to healthcare, pharmaceutical, industrial and government customers. The Company is listed on the New York Stock Exchange under the symbol STE. For more information, visit www.steris.com.
Contact: Aidan Gormley, Senior Director, Corporate Communications and Investor Relations at 440-392-7607.
# # #
This news release may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to the Company or its industry that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this report, and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “confidence,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, and changes in government regulations or the application or interpretation thereof. Other risk factors are described in the Company’s Form 10-K and other securities filings. Many of these important factors are outside STERIS’s control. No assurances can be provided as to any future financial results or expense reduction. Unless legally required, the Company does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the potential for increased pressure on pricing that leads to erosion of profit margins, (b) the possibility that market demand will not develop for new technologies, products or applications, or the Company’s business initiatives will take longer, cost more or produce lower benefits than anticipated, (c) the possibility that application of or compliance with laws, court rulings, regulations, certifications or other requirements or standards may delay or prevent new product introductions, affect the production and marketing of existing products, or otherwise affect Company performance, results, or value, (d) the potential of international unrest or effects of fluctuations in currencies, tax assessments or rates, raw material costs, benefit or retirement plan costs, or other regulatory compliance costs, (e) the possibility of reduced demand, or reductions in the rate of growth in demand, for the Company’s products and services, and (f) the possibility that anticipated cost savings may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, executive transition or other issues or risks associated with the matters described in this release, may adversely impact Company performance, results, or value.
Exhibit 99.2
STERIS CORPORATION
NEWS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
STERIS CORPORATION ANNOUNCES NEW $300 MILLION
SHARE REPURCHASE AUTHORIZATION
Mentor, Ohio (March 14, 2008)—STERIS Corporation (NYSE: STE) today announced that its Board of Directors has authorized the purchase of up to $300 million in shares of STERIS common stock. The authorization represents approximately 20% of outstanding shares as of February 29, 2008. This share repurchase authorization replaces an existing authorization that had approximately $160 million remaining. Through March 13, 2008, the Company has repurchased approximately $162 million in common stock during fiscal year 2008, including $65 million to date in the fourth quarter ending March 31, 2008.
“We believe that our strong balance sheet and free cash flow level afford us the opportunity to use our capital structure to drive incremental returns to shareholders, while still being able to fund ongoing investments and growth in our business,” said Walt Rosebrough, STERIS’s president and chief executive officer. “During this fiscal year, we have been much more aggressive with share repurchases and this new authorization reflects our continued confidence in the Company’s business and growth plans.”
Under the new share repurchase authorization, the Company may purchase shares from time to time in open market purchases or privately negotiated transactions. This authorization has no time limit, and may be suspended or discontinued at any time. The Company may make all or part of the repurchases under Rule 10b5-1 plans. These plans may be entered into or terminated from time to time, and enable the Company to make repurchases on a more regular basis. The Company intends to finance the share repurchase program through a combination of available cash and debt.
STERIS Corporation
News Announcement
Page 2
About STERIS
The mission of STERIS Corporation is to provide a healthier today and safer tomorrow through knowledgeable people and innovative infection prevention, decontamination and health science technologies, products and services. The Company’s more than 5,000 dedicated employees around the world work together to supply a broad array of solutions by offering a combination of equipment, consumables and services to healthcare, pharmaceutical, industrial and government customers. The Company is listed on the New York Stock Exchange under the symbol STE. For more information, visit www.steris.com.
Contact: Aidan Gormley, Senior Director, Corporate Communications and Investor Relations at 440-392-7607.
# # #
This news release may contain statements concerning certain trends, expectations, forecasts, estimates, or other forward-looking information affecting or relating to the Company or its industry that are intended to qualify for the protections afforded “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and other laws and regulations. Forward-looking statements speak only as to the date of this report, and may be identified by the use of forward-looking terms such as “may,” “will,” “expects,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “targets,” “forecasts,” “confidence,” and “seeks,” or the negative of such terms or other variations on such terms or comparable terminology. Many important factors could cause actual results to differ materially from those in the forward-looking statements including, without limitation, disruption of production or supplies, changes in market conditions, political events, pending or future claims or litigation, competitive factors, technology advances, and changes in government regulations or the application or interpretation thereof. Other risk factors are described in the Company’s Form 10-K and other securities filings. Many of these important factors are outside STERIS’s control. No assurances can be provided as to any future financial results or continuation or level of share repurchase. Unless legally required, the Company does not undertake to update or revise any forward-looking statements even if events make clear that any projected results, express or implied, will not be realized. Other potential risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, (a) the potential for increased pressure on pricing that leads to erosion of profit margins, (b) the possibility that market demand will not develop for new technologies, products or applications, or the Company’s business initiatives will take longer, cost more or produce lower benefits than anticipated, (c) the possibility that application of or compliance with laws, court rulings, regulations, certifications or other requirements or standards may delay or prevent new product introductions, affect the production and marketing of existing products, or otherwise affect Company performance, results, or value, (d) the potential of international unrest or effects of fluctuations in currencies, tax assessments or rates, raw material costs, benefit or retirement plan costs, or other regulatory compliance costs, (e) the possibility of reduced demand, or reductions in the rate of growth in demand, for the Company’s products and services, and (f) the possibility that anticipated cost savings may not be achieved, or that transition, labor, competition, timing, execution, regulatory, governmental, executive transition or other issues or risks associated with the matters described in this release, may adversely impact Company performance, results, or value.