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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) August 8, 2005
ALIGN TECHNOLOGY, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-32259 94-3267295
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(Commission File Number) (IRS Employer Identification No.)
881 Martin Avenue, Santa Clara, California 95050
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(Address of Principal Executive Offices) (Zip Code)
(408) 470-1000
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(Registrant's Telephone Number, Including Area Code)
Not applicable
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(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 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))
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ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On August 8, 2005, Align Technology, Inc. ("Align") terminated the
employment of David Thrower as Vice President of Global Marketing, effective
immediately. Accordingly, the Employment Agreement dated March 1, 2003, between
Mr. Thrower and Align (the "Employment Agreement"), which sets forth, among
other things, Mr. Thrower's base salary, bonus opportunity, stock options,
benefits and responsibilities, was terminated. In connection with his
termination, Mr. Thrower will not receive any severance payments.
A brief description of the terms and conditions of the Employment
Agreement is set forth under the caption "Executive Compensation - Employment
Agreements" in Align's Proxy Statement for the Annual Stockholder Meeting held
in 2005, filed with the Securities and Exchange Commission on April 18, 2005,
which disclosure is incorporated herein by reference. The description of the
Employment Agreement is qualified in its entirety by the full terms and
conditions of the Employment Agreement, the form of which was filed as Exhibit
10.19 to Align's Annual Report on Form 10-K for the fiscal year ended December
31, 2002, and is incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On August 8, 2005, Align issued a press release announcing it had
terminated the employment of David Thrower as Vice President of Global
Marketing, effective immediately. Align has enlisted the services of an
executive search firm to lead the search for Mr. Thrower's replacement. The full
text of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated August 8, 2005
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 8, 2005 ALIGN TECHNOLOGY, INC.
By: /s/ Eldon M. Bullington
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Eldon M. Bullington
Vice President of Finance and
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press release dated August 8, 2005
Exhibit 99.1
ALIGN TECHNOLOGY TERMINATES EMPLOYMENT OF VP, GLOBAL MARKETING
SANTA CLARA, Calif., Aug. 8 /PRNewswire-FirstCall/ -- Align Technology,
Inc. (Nasdaq: ALGN), the inventor of Invisalign(R), a proprietary method of
straightening teeth without wires and brackets, announced today that the
Company has terminated the employment of David Thrower as Vice President of
Global Marketing, effective immediately.
Align believes that Mr. Thrower failed to follow Align's Code of Ethics
regarding prohibited personal relationships and reporting arrangements, and
breached his Employment Agreement by not responding truthfully to inquiries
regarding this matter.
Align has enlisted the services of Spencer Stuart to lead the search for Mr.
Thrower's replacement, with a goal of hiring new marketing leadership within
three to six months. Dan Ellis, Align's VP of North American Sales, and other
members of Align's executive team will manage day-to-day responsibilities of all
marketing programs until a replacement has been named.
About Align Technology, Inc.
Align Technology designs, manufactures and markets Invisalign, a proprietary
method for treating malocclusion, or the misalignment of teeth. Invisalign
corrects malocclusion using a series of clear, nearly invisible, removable
appliances that gently move teeth to a desired final position. Because it does
not rely on the use of metal or ceramic brackets and wires, Invisalign
significantly reduces the aesthetic and other limitations associated with
braces. Invisalign is appropriate for treating adults and older teens. Align
Technology was founded in March 1997 and received FDA clearance to market
Invisalign in 1998.
To learn more about Invisalign or to find a certified Invisalign doctor in
your area, please visit www.invisalign.com or call 1-800-INVISIBLE.
Investor Relations Contact Press Contact
Barbara Domingo Shannon Mangum Henderson
Align Technology, Inc. Ethos Communication, Inc.
408-470-1000 678-417-1767
investorinfo@aligntech.com shannon@ethoscommunication.com
SOURCE Align Technology, Inc.
-0- 08/08/2005
/CONTACT: investors, Barbara Domingo of Align Technology, Inc.,
+1-408-470-1000, or investorinfo@aligntech.com; or press, Shannon Mangum
Henderson of Ethos Communication, Inc., +1-678-417-1767, or
shannon@ethoscommunication.com, for Align Technology, Inc./
/Web site: http://www.invisalign.com /
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