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) July 15, 2009
ALIGN TECHNOLOGY,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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0-32259
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94-3267295
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(Commission File
Number)
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(IRS Employer
Identification No.)
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881 Martin
Avenue, Santa Clara, California
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95050
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(Address of
Principal Executive Offices)
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(Zip
Code)
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(408)
470-1000
(Registrant’s
Telephone Number, Including Area Code)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
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On July
15, 2009, the Board of Directors of Align Technology, Inc. (“Align”) appointed
David C. Nagel, Ph.D to the Board of Directors of Align with a term effective
July 15, 2009. In connection with this appointment, the Board of
Directors increased the size of the Board from seven to eight
directors.
Dr. Nagel
has also been appointed to serve on the Compensation Committee of the Board of
Directors and the Technology Committee of the Board of
Directors. Pursuant to Align’s 2005 Incentive Plan, Dr. Nagel
received an automatic grant of non-qualified options to purchase 30,000 shares
of Align’s common stock as well as a discretionary grant of non-qualified
options to purchase an additional 10,000 shares of Align’s common
stock. Dr. Nagel will receive annual cash compensation as further
described in Align’s Proxy Statement for the 2009 Annual Meeting of Stockholders
filed with the Securities and Exchange Commission on April 22,
2009.
On July
15, 2009, Align issued a press release announcing Dr. Nagel’s appointment to the
Board of Directors. A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
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ITEM 9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits. |
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 15, 2009 announcing the appointment David C. Nagel as a
member of the Board of Directors
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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.
| ALIGN TECHNOLOGY, INC. | |||
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Dated:
July 15, 2009
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By:
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/s/ Roger E. George | |
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Roger
E. George
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Vice
President, Corporate and Legal Affairs, General Counsel and Corporate
Secretary
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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99.1
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Press
Release dated July 15, 2009 announcing the appointment David C. Nagel as a
member of the Board of
Directors
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David
Nagel Joins Align Technology Board of Directors
SANTA
CLARA, Calif., July 15 /PRNewswire-FirstCall/ -- Align Technology, Inc. (Nasdaq:
ALGN) today announced that it has appointed David C. Nagel, Ph.D. to its board
of directors. Dr. Nagel will serve as a member of the compensation
committee and as chair of the technology committee. Dr. Nagel also
serves on the board of directors of Leapfrog Enterprises Inc., Openwave Systems,
Inc., and Tessera Technologies, Inc.
“Dr.
Nagel’s extensive technical knowledge and senior leadership experience in
consumer technology companies with strong global brands such as Apple, AT&T
and Palm is a tremendous asset for Align,” said Thomas M. Prescott, president
and CEO of Align Technology, Inc. “Dr. Nagel is a great addition to our board of
directors and we are honored to have him chair our technology committee. We look
forward to his contributions as we continue to create the next generation of
Invisalign and drive adoption worldwide.”
Dr. Nagel
was most recently president and CEO of PalmSource, now known as ACCESS Systems
Americas, Inc., a subsidiary of ACCESS which develops the Palm OS PDA operating
system. Nagel also served as a member of the Palm board of directors. Prior to
joining Palm, Nagel was the chief technology officer at AT&T and president
of AT&T Labs. Earlier in his career, Nagel was senior vice president at
Apple Computer where he led the worldwide research and development group
responsible for Mac OS software, Macintosh hardware, imaging and other
peripheral products development. Before joining Apple, Nagel was head of NASA
human factors research at NASA’s Ames Research Center. Nagel holds B.S. and M.S.
degrees in engineering and a Ph.D. in perception and mathematical psychology,
all from UCLA.
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 teens. Align Technology was founded in March
1997 and received FDA clearance to market Invisalign in 1998. Today, the
Invisalign product family includes Invisalign, Invisalign Teen, Invisalign
Assist, Invisalign Express, and Vivera Retainers.
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.
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Investor Relations Contact
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Press Contact
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Shirley
Stacy
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Shannon
Mangum Henderson
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Align
Technology, Inc.
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Ethos
Communication, Inc.
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(408)
470-1150
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(678)
261-7803
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sstacy@aligntech.com
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align@ethoscommunication.com
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CONTACT: Investor
Relations, Shirley Stacy of Align Technology, Inc., +1-408-470-1150,
sstacy@aligntech.com; Press, Shannon Mangum Henderson of Ethos Communication,
Inc., +1-678-261-7803, align@ethoscommunication.com, for Align Technology,
Inc.