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)
October
31, 2008 (October 27, 2008)
Commission
File No. 000-22390
SHARPS
COMPLIANCE CORP.
(Exact
Name Of Registrant As Specified In Its Charter)
|
Delaware
(State
Or Other Jurisdiction Of
Incorporation
Or Organization)
|
|
74-2657168
(IRS
Employer
Identification
No.)
|
9220
Kirby Drive, Suite 500
Houston,
Texas 77054
(Address
Of Principal Executive Offices)
Registrant’s
Telephone Number, Including Area Code)
713-432-0300
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(c). Appointment of Principal Officer.
On
October 31, 2008, Sharps Compliance Corp. (the "Company"
or “Sharps”)
announced the appointment 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.
Mr.
Grow
was one of the founding members and President of Accredo Health, Inc., a
specialty provider of biopharmaceuticals and services. Under his leadership,
Accredo grew to a $1.5 billion company after its initial public offering in
1999
until it was acquired by Medco Health Solutions. Prior to his career with
Accredo Health, Mr. Grow was a Vice President with Caremark Homecare,
a home infusion service provider and American Hospital Supply, a
manufacturer & distributor of surgical supplies.
A
copy of
the press release issued by the Company is attached hereto as Exhibit
99.1.
Mr. Grow
executed an employment agreement with the Company, pursuant to which he agreed
to serve as the President and Chief Operating Officer of the Company. The term
of the agreement is for two (2) years and may be extended for a one (1) year
period should the Company and Mr. Grow mutually agree in writing.The employment
agreement is effective as of October 27, 2008 and provides that Mr. Grow
will receive an annual base salary of $260,000 (payable at the bi-weekly rate
of
$10,000). In accordance with the appointment, Mr. Grow received a grant of
300,000 restricted shares of the Company's common stock on October 27, 2008.
The
restricted shares are unregistered and were not issued under the Sharps
Compliance 1993 Stock Plan. The restricted share grant vests over a two
(2) year period as follows: 50,000 of the shares shall vest on March 1, 2009
and
12,500 of the shares shall vest on the 1st
day of
each month for twenty (20) months beginning April 2009, if, and only if, Mr.
Grow remains an employee of the Company from the date hereof until each
respective vesting date. The employment agreement also provides for (i)
severance of three (3) months (paid on a bi-weekly basis over the severance
period) should Mr. Grow be terminated without cause. The employment also
includes customary non-competition and confidentiality provisions. Mr. Grow
is
eligible for bonuses at the sole discretion of the Board of Directors of the
Company.
Mr.
Grow
is no longer eligible to participate in the Non-Employee Board of Director
Compensation Plan other than any restricted stock awards previously granted
to
Mr. Grow will continue to vest and not be subject to forfeiture.
The
complete text of the employment and restricted stock award agreements are
attached as Exhibits
10.1
and
10.2, respectively, and are incorporated herein by reference.
Item
5.02(e). Compensatory Arrangements of Certain Officers.
The
information set forth in Item 5.02(c) above is hereby incorporated by
reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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|
Description
|
| |
|
|
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10.1
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Employment
Agreement between Sharps Compliance and John R. Grow
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10.2
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Restricted
Stock Award Agreement between Sharps Compliance and John R.
Grow
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Exhibit No.
|
|
Description
|
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99.1
|
|
Press
Release announcing the appointment of John R. Grow as President
and Chief
Operating Officer
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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.
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SHARPS
COMPLIANCE CORP.
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| |
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By:
|
/s/
David P. Tusa
|
|
|
Executive
Vice President , Chief
Financial Officer and
Business
Development
|
Dated:
October 31, 2008