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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 30, 2005
ALIGN TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-32259 94-3267295
(Commission File Number) (IRS Employer Identification No.)
881 Martin Avenue, Santa Clara, California 95050
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(Address of Principal Executive Offices) (Zip Code)
(408) 470-1000
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 30, 2005, Align Technology, Inc. (the "Company"), entered into
an employment agreement (the "Agreement") with Darrell Zoromski, Vice President,
Global Marketing and Chief Marketing Officer. The Agreement provides for a base
salary of $240,000 per year and a target bonus of 60% of his base salary. The
target bonus is contingent upon the attainment by Mr. Zoromski of specified
performance objectives and his being employed by the Company at the time the
bonus is paid. If, during the term of his employment, and not in connection with
a Change of Control (as defined in the Agreement), the Company terminates Mr.
Zoromski's employment without Cause (as defined in the Agreement) or due to
Permanent Disability (as defined in the Agreement) or Mr. Zoromski resigns for
Good Reason (as defined in the Agreement), then (X) Mr. Zoromski shall
immediately vest in an additional number of shares under all outstanding options
as if he had performed additional 12 months of service and (Y) Mr. Zoromski will
be entitled to (i) the then current year's target bonus, prorated for the number
of days Mr. Zoromski has been employed during the year, (ii) one year's base
salary and (ii) the greater of the then current year's target bonus or the
actual prior year's bonus. In the event of a Change of Control, (i) Mr. Zoromski
will immediately vest in options representing an additional 12 months of service
and (ii) if within 12 months of a Change of Control either (a) Mr. Zoromski's
employment is terminated without Cause or (b) Mr. Zoromski resigns for Good
Reason, Mr. Zoromski will immediately vest in all outstanding options and be
entitled to (x) the then current year's target bonus prorated for the number of
days Mr. Zoromski has been employed during the year, (y) one year's base salary
and (z) the greater of the then current year's target bonus or the actual prior
year's bonus.
A copy of the Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by this reference.
ITEM 8.01 OTHER EVENTS
On January 9, 2006, Align announced the appointment of Darrell Zoromski to
Vice President, Global Marketing and Chief Marketing Officer, effective December
30, 2005. The full text of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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10.1 Employment Agreement with Darrell Zoromski
99.1 Press Release dated January 9, 2006 announcing the appointment of
Darrell Zoromski
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 9, 2006 ALIGN TECHNOLOGY, INC.
By: /s/ Eldon M. Bullington
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Eldon M. Bullington
Vice President of Finance and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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10.1 Employment Agreement with Darrell Zoromski
99.1 Press Release dated January 9, 2006 announcing the appointment of
Darrell Zoromski