8-K

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): November 12, 2019

CARDIOVASCULAR SYSTEMS, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware	000-52082	41-1698056
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1225 Old Highway 8 Northwest

St. Paul, Minnesota 55112-6416

(Address of Principal Executive Offices and Zip Code)

651 259-1600

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR 17 §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, One-tenth of One Cent ($0.001) Par Value Per Share	CSII	The Nasdaq Stock Market LLC

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 12, 2019, the Board of Directors of Cardiovascular Systems, Inc. (the “Company”) elected Stephen Stenbeck as a Class III director. The Board of Directors also appointed Mr. Stenbeck as the Chair of the Audit, Risk Management and Finance Committee (the “Audit Committee”), effective immediately upon the expiration of Brent Blackey’s term as a Class II director of the Company, which expires at the Annual Meeting of Stockholders to be held on November 13, 2019. As previously disclosed, Mr. Blackey will no longer serve as a director following the expiration of his term at the Annual Meeting. As Chair of the Audit Committee, Mr. Stenbeck will also be the Company’s audit committee financial expert.

Mr. Stenbeck was not elected to the Board of Directors pursuant to any arrangement or understanding between him and any other person. Mr. Stenbeck has not been a party to, nor has he had a direct or indirect material interest in, any transaction with the Company during the current or preceding fiscal year. In connection with his service as a director, Mr. Stenbeck will participate in the Company’s Board of Directors compensation program for the year ending June 30, 2020. Accordingly, for the fiscal year ending June 30, 2020, Mr. Stenbeck will receive annual retainers of $45,000 and $22,000 for his Board and Audit Committee service, respectively, which Mr. Stenbeck has elected to receive in shares of the Company’s common stock, and a Restricted Stock Unit (“RSU”) award with a value of $145,000, each pro-rated for the portion of fiscal 2020 for which Mr. Stenbeck will serve as a director. The RSU is payable in cash or shares of the Company’s common stock, at the Company’s discretion, within 30 days after the six month anniversary of the termination of Mr. Stenbeck’s Board membership. In addition, Mr. Stenbeck executed the Company’s standard Indemnification Agreement for directors.

On November 12, 2019, the Company issued a press release announcing these changes to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press release dated November 12, 2019.

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.

Date: November 12, 2019

CARDIOVASCULAR SYSTEMS, INC.
By:	/s/ Alexander Rosenstein
	Alexander Rosenstein General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

CARDIOVASCULAR SYSTEMS, INC. ANNOUNCES STEPHEN STENBECK JOINS BOARD OF DIRECTORS

Brent Blackey Retires after 12 Years of Service

St. Paul, Minn., November 12, 2019 – Cardiovascular Systems, Inc. (CSI^®) (NASDAQ: CSII), a medical device company developing and commercializing innovative interventional treatment systems for patients with peripheral and coronary artery disease, today announced the addition of independent board member Stephen Stenbeck. He replaces independent director Brent Blackey, who is retiring after 12 years of service.

Stenbeck is a retired partner of Ernst & Young LLP with 36 years of serving public and private audit clients in the medical device, retail, consumer products, distribution, airline and media and entertainment industries.

“We are pleased to welcome Stephen Stenbeck as a new independent director to the CSI board,” said Scott Ward, Chairman, President and Chief Executive Officer. “As Partner at Ernst & Young, LLP, Stephen served a wide variety of client companies, including several in the medical device industry with international operations. We look forward to Stephen serving the CSI board as Chair of the Audit, Risk Management and Finance Committee.”

CSI’s board routinely reviews its composition to ensure it includes the necessary skills, experience and perspective to direct its business objectives. With the addition of Mr. Stenbeck, three independent directors have joined CSI’s board in the past three years. The CSI board continues to have seven directors, six of whom are independent.

Said Ward, “We thank Brent for contributing to CSI’s success. During his tenure, CSI launched peripheral and coronary orbital atherectomy, taking our unique technology from development stage to market share leader and nearly 500,000 patients treated. CSI’s past accomplishments provide the foundation as we now strive to become a global, multiproduct company focused on some of the most compelling unmet medical needs in interventional cardiology.”

About Cardiovascular Systems, Inc.

Cardiovascular Systems, Inc., based in St. Paul, Minn., is a medical device company focused on developing and commercializing innovative solutions for treating vascular and coronary disease. The company’s orbital atherectomy system treats calcified and fibrotic plaque in arterial vessels throughout the leg and heart in a few minutes of treatment time and addresses many of the limitations associated with existing surgical, catheter and pharmacological treatment alternatives. For additional information, please visit www.csi360.com.

Contacts:

Cardiovascular Systems, Inc. Jack Nielsen (651) 202-4919 j.nielsen@csi360.com Padilla Matt Sullivan (612) 455-1709 matt.sullivan@padillaco.com

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XML

Document and Entity Information	Nov. 12, 2019
Cover page.
Document Type	8-K
Document Period End Date	Nov. 12, 2019
Entity Registrant Name	CARDIOVASCULAR SYSTEMS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-52082
Entity Tax Identification Number	41-1698056
Entity Address, Address Line One	1225 Old Highway 8 Northwest
Entity Address, City or Town	St. Paul
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55112-6416
City Area Code	651
Local Phone Number	259-1600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock, One-tenth of One Cent ($0.001)Par Value Per Share
Trading Symbol	CSII
Security Exchange Name	NASDAQ
Entity Central Index Key	0001180145
Amendment Flag	false