8-K 1 d495570d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934



Date of report (date of earliest event reported): February 26, 2013




(Exact name of registrant as specified in its charter)




Delaware   001-34256   26-3636023

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

205 Newbury Street, Suite 101

Framingham, MA 01701

(Address of principal executive offices)

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

At an all employees meeting held on February 26, 2013, the Company announced that Lauren Farrell, Vice President Finance and principal accounting officer, would be leaving HeartWare as of March 1, 2013. We agreed that Ms. Farrell would receive severance and other benefits in accordance with her employment agreement and be subject to customary post-employment obligations such as non-competition, non-disclosure and non-solicitation. In addition, she will remain available to consult with the Company as reasonably requested at a specified hourly rate for services rendered. As of March 1, 2013, Ms. Farrell will no longer be a Section 16 Reporting Officer of HeartWare.


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.


    HeartWare International, Inc.
Date: March 1, 2013     By:  

 /s/ Lawrence J. Knopf

      Name: Lawrence J. Knopf
      Title: Senior Vice President and General Counsel