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) MAY 5, 2010
OSI SYSTEMS, INC.
(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
| DELAWARE | 000-23125 | 330238801 | ||
| (STATE OR OTHER JURISDICTION OF INCORPORATION) |
(COMMISSION FILE NUMBER) |
(IRS EMPLOYER IDENTIFICATION NO.) |
12525 CHADRON AVENUE
HAWTHORNE, CA 90250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(310) 978-0516
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
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. |
(b) On May 5, 2010, Leslie E. Bider resigned from our Board of Directors and its committees. At the time of his resignation, Mr. Bider was a member of the Nominating and Governance Committee and the Audit Committee. Mr. Bider’s decision to resign was due to a desire to devote more time to his other obligations.
(d) Also on May 5, 2010, our Board of Directors, upon recommendation of the Company’s Nominating and Governance Committee, appointed William F. Ballhaus, Jr. as a member of the Board, to hold office until our next annual meeting of shareholders and until his successor is elected and qualified. Mr. Ballhaus was also named to serve on the Audit Committee.
The Company announced the appointment of Mr. Ballhaus to the Board in a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
As a non-employee director of the Company, Mr. Ballhaus will be entitled to receipt of the same cash and equity compensation paid by the Company to each of its non-employee directors. In addition, the Company will enter into an indemnification agreement with Mr. Ballhaus in the Company’s standard form for directors and officers.
There are no arrangements or understandings between the Company and any other person pursuant to which Mr. Ballhaus was elected as a director, nor are there any transactions between Mr. Ballhaus and the Company that would require disclosure under Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release of OSI Systems, Inc. dated May 10, 2010. |
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.
| OSI SYSTEMS, INC. | ||||||
| Date: May 10, 2010 | ||||||
| By: | /S/ VICTOR SZE | |||||
| Victor Sze | ||||||
| Executive Vice President, | ||||||
| Secretary, and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of OSI Systems, Inc. dated May 10, 2010. | |
EXHIBIT 99.1
OSI Systems Announces Appointment of New Board Member
HAWTHORNE, CA. – May 10, 2010 – OSI Systems, Inc. (NASDAQ:OSIS-E), a vertically integrated provider of solutions in Security, Healthcare, and specialized electronics, today announced the appointment of Dr. William F. Ballhaus, Jr. to its Board of Directors.
Deepak Chopra, CEO and Chairman of OSI Systems, stated: “We are delighted to welcome Dr. Ballhaus to our Board of Directors. Dr. Ballhaus brings a wealth of insight and experience in managing technology-based organizations and complex government projects, and we’re very pleased that he has elected to join us.”
Dr. Ballhaus is the former President and Chief Executive Officer of The Aerospace Corporation, an independent, nonprofit organization dedicated to the development of critical applications and solutions for our nation’s space program. At his time of retirement in December 2007, The Aerospace Corporation employed approximately 4,000 people with annual revenues of more than $800 million. Prior to joining the Aerospace Corporation, Dr. Ballhaus spent 11 years with the Lockheed Martin Corporation where he served as a Corporate Officer and Vice President of Engineering and Technology. Previous to Lockheed Martin he served as President of two Martin Marietta companies, Aero and Naval Systems and Civil Space and Communications. Previously, Dr. Ballhaus served as director of NASA’s Ames Research Center. Dr. Ballhaus is a graduate of the University of California at Berkeley where he earned a Ph.D. in engineering.
Dr. Ballhaus stated, “I am delighted to be joining OSI Systems, an exciting organization that over the years has brought to market a number of innovative technologies and products that have positively benefited the lives of millions of people globally. Over the past three years, the Company has done an exceptional job in improving its overall operating efficiency and cost structure and now as global economic conditions improve finds itself ideally positioned to experience significant global expansion in all three of its operating businesses. I look forward to drawing upon the experiences and knowledge acquired throughout my career to contribute to the future success of the business.”
About OSI Systems, Inc.
OSI Systems, Inc. is a vertically integrated designer and manufacturer of specialized electronic systems and components for critical applications. The Company sells its products in diversified markets, including homeland security, healthcare, defense and aerospace. The Company has more than 30 years of experience in electronics engineering and manufacturing and maintains offices and production facilities located in more than a dozen countries. It implements a strategy of expansion by leveraging its electronics and contract manufacturing capabilities into selective end product markets through organic growth and acquisitions. For more information on OSI Systems Inc. or any of its subsidiary companies, visit www.osi-systems.com. News Filter: OSIS-G
| For Further Information |
| OSI Systems, Inc. |
| Jeremy Norton |
| Vice President, Investor Relations |
| 12525 Chadron Ave Hawthorne CA 90250 Tel: (310) 349 2372 Email: jnorton@osi-systems.com |