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IMA > SEC Filings for IMA > Form 8-K on 19-Nov-2008All Recent SEC Filings

Show all filings for INVERNESS MEDICAL INNOVATIONS INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INVERNESS MEDICAL INNOVATIONS INC


19-Nov-2008

Other Events


Item 8.01 Other Events.
The Zwanziger Family Trust, a trust established for the benefit of the children of Ron Zwanziger, the Chairman, Chief Executive Officer and President of Inverness Medical Innovations, Inc. (the "Company"), and the trustee of which is Mr. Zwanziger's sister (the "Trust"), currently intends to purchase up to $5 million of Company securities, including any of the following outstanding securities:
• Common Stock

• Series B Convertible Perpetual Preferred Stock

• 3% Convertible Senior Subordinated Promissory Notes (the "3% Notes")

• Interests in the Company's syndicated senior and junior secured credit facilities (the "Lender Interests")

On November 19, 2008, the Company's Board of Directors granted a waiver, to the extent necessary, of the conflict of interest provisions of the Company's Business Conduct Guidelines for Mr. Zwanziger to permit the proposed investment by the Trust in the Common Stock, Series B Convertible Perpetual Preferred Stock, Lender Interests and 3% Notes. The Company's Business Conduct Guidelines apply to both real and apparent conflicts of interest. In connection with granting such waiver, the Board engaged independent counsel and considered, among other things, (i) Mr. Zwanziger's significant equity stake in the Company, and (ii) that, in connection with any purchases of Lender Interests, the Trust has agreed that, whenever the consent or vote of the lenders is required under the credit facilities, the Trust will vote the outstanding principal amount of any acquired Lender Interests in the same proportion as the votes cast by the other lenders under the credit facilities. The Company's Audit Committee also approved the potential investments to the extent they will constitute related party transactions.
Separately, Robert P. Khederian, a non-employee director of the Company, informed the Company that, as a result of the extreme volatility and disruption in the capital and credit markets, he intends to sell up to 100,000 shares of the Company's common stock to address his liquidity needs. Mr. Khederian stated that these sales in no way reflect his views of the Company's outlook or prospects. Any such sales will be reported by Mr. Khederian through Form 4 filings with the Securities and Exchange Commission.


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