-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EibGUfA5XMFsf99C3aXN2hB0PWSnyRVYxR5qizudewVTNq0gW6oQbg8NpemNGk8v 3vCGYpQwEYyAW/zzu86iaA== 0001188112-06-003414.txt : 20061113 0001188112-06-003414.hdr.sgml : 20061113 20061113173128 ACCESSION NUMBER: 0001188112-06-003414 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061109 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THERAGENICS CORP CENTRAL INDEX KEY: 0000795551 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 581528626 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14339 FILM NUMBER: 061210370 BUSINESS ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 BUSINESS PHONE: 7702710233 MAIL ADDRESS: STREET 1: 5203 BRISTOL INDUSTRIAL WAY CITY: BUFORD STATE: GA ZIP: 30518 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR MEDICINE INC DATE OF NAME CHANGE: 19860902 8-K 1 t12198_8k.htm CURRENT REPORT ON FORM 8-K Current Report on Form 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 13, 2006, 2006 (November 9, 2006)

THERAGENICS CORPORATION®
(Exact name of registrant as specified in charter)


Delaware
000-15443
58-1528626
(State of incorporation)
(Commission File Number)
(IRS Employer
Identification No.)


5203 Bristol Industrial Way
Buford, Georgia 30518
(Address of principal executive offices / Zip Code)


(770) 271-0233
(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act.
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 
o
Pre-commencement communications pursuant to Rule 14d—2(b) under the Exchange Act.
 
o
Pre-commencement communications pursuant to Rule 13e—4(c) under the Exchange Act.
 


Item 1.01 Entry into a Material Definitive Agreement

On November 9, 2006, the Board of Directors of Theragenics Corporation approved an amendment to the Theragenics Corporation 2006 Stock Incentive Plan (the “Plan”). The amendment provides that full value performance awards under the Plan must contain a minimum restriction period of 1 year and full value tenure, or time based awards under the Plan, must contain a minimum restriction period of 3 years. Not-withstanding the foregoing, Theragenics will retain vesting discretion for some full value awards, but not to exceed 10% of the shares available under the Plan. These restrictions on vesting of full value awards under the Plan cannot be waived by the board of directors, except in the case of death, disability, retirement or a change in control.



Item 9.01 Financial Statements and Exhibits

Exhibit Number
Description
   
10.1
First Amendment to Theragenics Corporation 2006 Stock Incentive Plan.
   



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 thereunto duly authorized.
 
     
 
THERAGENICS CORPORATION
(Registrant)
 
 		  
 		  
 
Date:  November 13, 2006   By:   /s/  M. Christine Jacobs                                  
  M. Christine Jacobs
 
Chief Executive Officer
 





 EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1
 

EXHIBIT 10.1

FIRST AMENDMENT TO
THERAGENICS CORPORATION
2006 STOCK INCENTIVE PLAN

THIS AMENDMENT is made this 9th day of November, 2006 by Theragenics Corporation, a Delaware corporation (the “Company”).

INTRODUCTION

The Company maintains the Theragenics Corporation 2006 Stock Incentive Plan under a plan document dated effective as of February 15, 2006 (the “Plan”). The Company now desires to amend the Plan to impose certain restrictions on the vesting of certain awards under the Plan.

NOW, THEREFORE, the Plan is hereby amended by adding the following new Section 3.1(g) which shall read as follows:

“(g) Notwithstanding any other provision of the Plan, grants of Performance Unit Awards, Restricted Stock Units and Stock Awards, the number, payment, or vesting of which are expressly conditioned on achievement of performance objectives (including without limitation, the Performance Goals), must vest over a period of not less than one year, and grants of Performance Unit Awards, Restricted Stock Units, and Stock Awards, the number, payment, or vesting of which are conditioned on the passage of time or time in service with the Company or an Affiliate and not all or in part on achievement of performance objectives, must vest over a period of not less than three years; provided, however, that the Committee may (i) grant Performance Unit Awards, Restricted Stock Units and Stock Awards without such restrictions, provided that the number of shares of Stock issued pursuant to the Plan without such restrictions shall not exceed 150,000, and (ii) provide an exemption from the foregoing restrictions as to any or all Performance Unit Awards, Restricted Stock Units, and Stock Awards in the event of a Participant’s death, Disability, or “retirement” (as defined in the applicable Stock Incentive Agreement) or a “change in control of the Company” (as defined in the applicable Stock Incentive Agreement).”

Except as specifically amended hereby, the Plan shall remain in full force and effect as prior to this First Amendment.

IN WITNESS WHEREOF, the Company has executed this First Amendment as of the day and year first above written.

 
THERAGENICS CORPORATION
   
   
 
By:/s/ Francis J. Tarallo
   
 
Title: Chief Financial Officer

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