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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) February 16, 2006
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
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(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 February 16, 2006, the Board of Directors of Align Technology, Inc.
("Align") appointed C. Raymond Larkin as Chairman of the Board of Directors. In
addition, upon the recommendation of the Compensation Committee of the Board of
Directors, the Board approved the yearly retainer for the Chairman of $210,000.
The Chairman of the Board does not receive any other cash compensation for Board
or Committee attendance other than the yearly retainer.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On February 23, 2006, Align announced that the Board of Directors
appointed George J. Morrow to the Board of Directors of Align effective February
16, 2006. In addition, Align announced that each of Brian Dovey and Kelsey Wirth
will not stand for re-election as a director of Align and will retire at Align's
annual meeting of stockholders expected to be held on May 24, 2006.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated February 23, 2006 announcing the
appointment of C. Raymond Larkin as Chairman of the Board; the
appointment of George J. Morrow as a member of the Board of
Directors and the determination of Brian Dovey and Kelsey
Wirth not to stand for re-election and retire at Align's
annual meeting of stockholders
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: February 23, 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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99.1 Press Release dated February 23, 2006 announcing the
appointment of C. Raymond Larkin as Chairman of the Board; the
appointment of George J. Morrow as a member of the Board of
Directors and the determination of Brian Dovey and Kelsey
Wirth not to stand for re-election and retire at Align's
annual meeting of stockholders