8-K

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): June 30, 2020

STAAR Surgical Company

(Exact Name of Registrant as Specified in Charter)

Delaware	0-11634	95-3797439
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25651 Atlantic Ocean Drive Lake Forest, California		92630
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 626-303-7902

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 (see General Instruction A.2. below):

☐	Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	STAA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1 933 (17 CFR §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. ☐

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

On July 6, 2020, STAAR Surgical Company announced that its Board of Directors appointed Patrick F. Williams to serve as Chief Financial Officer.  From 2016 to 2019, Mr. Williams, age 47, served as the Chief Financial Officer of Sientra, Inc. before transitioning to General Manager for its miraDry® business unit. Prior to that, from 2012 to 2016, Mr. Williams served as Chief Financial Officer of ZELTIQ Aesthetics, Inc. Previously, Mr. Williams served as Vice President in finance, strategy and investor relations roles from 2007 to 2012 at NuVasive, Inc., a San-Diego based medical device company. He has also held finance roles with Callaway Golf and Kyocera Wireless. Mr. Williams received an MBA in Finance and Management from San Diego State University and a Bachelor of Arts in Economics from the University of California, San Diego.

There are no family relationships between Mr. Williams and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the appointment of Mr. Williams as its Chief Financial Officer, STAAR entered into an offer letter agreement with Mr. Williams.  The letter agreement provides for “at will” employment with an annual salary of $395,000, with eligibility to receive an annual incentive target bonus equal to up to 50% of his base salary, at the discretion of the Compensation Committee of the Board of Directors based on meeting financial and non-financial goals.  Mr. Williams will also be eligible for entry into a change of control agreement in the form used by STAAR for its executive officers and severance arrangements in the event of a termination without cause providing for payments of then-current base salary at a level depending upon the length of service.  Mr. Williams received an equity grant of restricted stock units of STAAR’s common stock with a value of $1,580,000, pursuant to the Company’s Amended and Restated Omnibus Equity Incentive Plan. Half of the equity grant is time-based, and will vest annually in equal amounts over a three-year period. The other half of the equity grant is performance-based, and will vest according to company-based financial performance metrics

A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated by reference. This information and the information contained in the press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Exhibit 99.1 is not incorporated by reference into any filings of STAAR made under the Securities Act of 1933, as amended, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing unless specifically stated so therein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	News Release, dated July 6, 2020, announcing the appointment of Patrick F. Williams as Chief Financial Officer.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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.

STAAR Surgical Company 

July 6, 2020	By:	/s/ Caren Mason
		Caren Mason
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Patrick F. Williams Appointed Chief Financial Officer of STAAR Surgical

       Deborah Andrews to Remain in Advisory Role During Transition

LAKE FOREST, CA, July 6, 2020 ---STAAR Surgical Company (NASDAQ: STAA), a leading developer, manufacturer and marketer of implantable lenses and companion delivery systems for the eye, today announced that Patrick F. Williams has joined the Company as Chief Financial Officer effective today. Mr. Williams is reporting to Caren Mason, President and Chief Executive Officer. His appointment is part of a planned transition following Deborah Andrews’ previously announced retirement. Ms. Andrews will continue in an advisory role to ensure a smooth transition of duties to Mr. Williams.

“STAAR is pleased to have a financial leader of Patrick’s caliber join the team at a time of such significant global opportunity for our EVO family of lenses,” said Caren Mason, President and CEO of STAAR Surgical. “Patrick has an impressive record of success in executive leadership roles in medical device. His financial and operational experience in leading consumer-facing and marketing focused medical device companies makes him well suited to join STAAR. He has demonstrated a track record of success in significantly growing revenue and shareholder value.”

Mr. Williams joins STAAR with over 20 years of financial and operational management experience with public companies. Mr. Williams was most recently at Sientra, Inc., where he initially served as the Chief Financial Officer before transitioning to the General Manager of the miraDry® business unit. Prior to Sientra, Mr. Williams was Chief Financial Officer of ZELTIQ Aesthetics, Inc., a publicly-traded medical device company that was acquired in 2017. Mr. Williams has also served as Vice President at NuVasive, Inc., a San Diego-based medical device company, in strategy, finance and investor relations roles.

Mr. Williams stated, “I am incredibly excited to join STAAR. The Company has a unique opportunity to accelerate an already impressive growth trajectory and become the refractive procedure of choice for ophthalmic surgeons and patients around the world. I look forward to working with Caren, the STAAR team and applying my experience and deep understanding in building growth medical device companies to accomplish this goal.”

Ms. Mason continued, “I thank Deborah for continuing to work with STAAR in an advisory role to ensure a smooth transition of responsibilities to Patrick. She is leaving behind a strong global finance and accounting team and we are grateful for all her contributions to STAAR over a 25-year career. We wish Deborah a wonderful retirement and all the best in her future endeavors.”

Mr. Williams received an MBA in Finance and Management from San Diego State University and a Bachelor of Arts in Economics from the University of California, San Diego.

About STAAR Surgical

STAAR, which has been dedicated solely to ophthalmic surgery for over 30 years, designs, develops, manufactures and markets implantable lenses for the eye with companion delivery systems. These lenses are intended to provide visual freedom for patients, lessening or eliminating the reliance on glasses or contact lenses. All of these lenses are foldable, which permits the surgeon to insert them through a small incision. STAAR’s lens used in refractive surgery is called an Implantable Collamer® Lens or “ICL”, which includes the EVO Visian ICL™ product line. More than 1,000,000 Visian^® ICLs have been implanted to date and STAAR markets these lenses in over 75 countries. To learn more about the ICL go to: www.discovericl.com.  Headquartered in Lake Forest, CA, the company operates manufacturing and packaging facilities in Aliso Viejo, CA, Monrovia, CA and Nidau, Switzerland. For more information, please visit the Company’s website at www.staar.com.

CONTACT:Investors & Media

Brian Moore

Vice President, Investor, Media Relations and Corporate Development

(626) 303-7902, Ext. 3023

bmoore@staar.com

XML

Document And Entity Information	Jun. 30, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 30, 2020
Entity Registrant Name	STAAR Surgical Co
Entity Central Index Key	0000718937
Entity Emerging Growth Company	false
Entity File Number	0-11634
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	95-3797439
Entity Address, Address Line One	25651 Atlantic Ocean Drive
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92630
City Area Code	626
Local Phone Number	303-7902
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common
Trading Symbol(s)	STAA
Name of each exchange on which registered	NASDAQ