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
May 1,
2009 (April 27, 2009)
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED)
Commission
File No. 000-22390
SHARPS COMPLIANCE
CORP.
(Exact
Name Of Registrant As Specified In Its Charter)
|
Delaware
|
|
74-2657168
|
|
(State
Or Other Jurisdiction Of
Incorporation
Or Organization)
|
|
(IRS
Employer
Identification
No.)
|
9220
Kirby Drive, Suite 500
Houston,
Texas 77054
(Address
Of Principal Executive Offices)
713-432-0300
(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 (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers; Compensatory arrangements of Certain
Officers
Item
5.02(b). Resignation of Principal Officer.
On May 1,
2009, Sharps Compliance Corp. (the "Company" or “Sharps”)
announced the resignation of John “Randy” Grow as the Company’s President and
Chief Operating Officer. Mr. Grow has been a member of the Company’s Board of
Directors since October of 2005 and will remain a member of the
Board.
A copy of
the press release issued by the Company is attached hereto as Exhibit
99.1.
Mr. Grow and the Company entered
into an agreement dated April 27, 2009 which outlined the
terms of Mr. Grow’s separation and termination of employment (the “Separation
Agreement”). Under the Separation Agreement Mr. Grow is entitled to, (i) a cash
payment of $67,743.21, (ii) a severance amount equal
to four (4) months’ salary at Mr. Grow’s current pay-rate of $260,000 per year
payable on a bi-weekly basis over the four (4) month severance period and (iii)
reimbursement of the excess of the monthly health insurance premium over the
amount currently payable by Mr. Grow under the Company’s group health insurance
plan (of $425 per month) for a period of 43 months. With respect to the
Restricted Stock Agreement entered into between the Company and Mr. Grow on
October 27, 2008 whereby Mr. Grow received a grant of 300,000 unregistered
restricted shares of the Company’s common stock, Mr. Grow has agreed to forfeit
93,750 of such unregistered restricted share grant. The remaining 206,250
unregistered shares are deemed to have vested on April 1, 2009. Under the
Separation Agreement, Mr. Grow acknowledges and agrees that 75,000 of the
206,250 unregistered shares cannot be sold or offered for sale under the
Securities Act Rule 144 of the Securities and Exchange Commission prior to April
1, 2010. Mr. Grow further acknowledges and agrees that the remaining
131,250 of the 206,250 unregistered shares cannot be sold or offered for sale
under the Securities Act Rule 144 and Exchange Commission prior to October 31,
2010. The Separation Agreement also includes customer releases.
The
complete text of the Separation Agreement is attached as Exhibit1 10.1 and is
incorporated herein by reference.
Item
5.02(e). Compensatory Arrangements of Certain Officers.
The
information set forth in Item 5.02(b) above is hereby incorporated by
reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
10.1
|
|
Separation
Agreement between Sharps Compliance and John R. Grow dated April 27,
2009.
|
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
99.1
|
|
Press
Release announcing the resignation of John R. Grow as President
and Chief Operating Officer.
|
|
|
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
|
|
|
|
|
|
SHARPS
COMPLIANCE CORP.
|
|
|
|
By:
|
/s/
David P. Tusa
|
|
|
|
|
Executive
Vice President , Chief Financial Officer and Business
Development
|
|
|
|
|
|
|
|
|
Dated:
May 1, 2009