Streamline Health Solutions, Inc. 8-K
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): June 26, 2008
Streamline Health Solutions, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
0-28132
|
|
31-1455414 |
|
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
|
|
|
10200 Alliance Road, Suite 200, Cincinnati, OH
|
|
45242-4716 |
|
|
|
(Address of principal executive offices)
|
|
(Zip Code) |
Registrants telephone number, including area code (513) 794-7100
Check the appropriate box below if the Form 8-K 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 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
1
Item 1.01 ENTER INTO A MATERIAL DEFINITIVE AGREEMENT.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On June 26, 2008, the Streamline Health Solutions, Inc. Board of Directors met and elected Mr. B.
Scott Boyden, Jr. as Senior Vice President Sales and Marketing. Upon his employment on June 16,
2008, the Registrant entered into an employment agreement which is attached hereto as Exhibit 10.
The following is a summary of the significant provisions of Mr. Boydens employment agreement.
The full text of his agreement is attached hereto as Exhibit 10.
The term of the agreement is for the period starting 16 June 2008 and ending 30 June 2009 with
automatic annual renewals for one additional year unless no less than 90 days prior written notice
is given by either party not to renew the agreement. The agreement also terminates upon Mr.
Boydens death or disability or can be terminated by the Company for good cause or by the Company
without good cause at any time. Upon termination without good cause, the Company will pay Employee
a lump sum amount equal to seventy percent (70%) times the Employees then current annual salary
[to include only 70% of the then current base compensation and 70% of the higher of the incentive
compensation and bonuses paid to Employee during that prior fiscal year or earned in the then
current fiscal year to date] plus health and dental benefits for 1 year after the date of
termination, unless the employee is covered under another health and dental plan as a result of
subsequent employment. At the time of termination and such severance payment shall be paid within
90 days following the date of Employees termination. Upon a change in control, the one year
employment term automatically is reset to begin on the date of the change in control and all
outstanding stock options will fully vest upon the date of the change in control. The agreement
also includes a one year non-compete provision following termination of employment. Mr. Boydens
employment agreement further provides that his annual salary initially is $187,400 per year,
subject to annual upward adjustments as may be determined by the Registrants Board of Directors or
Compensation Committee. Mr. Boyden is eligible to participate in any bonus plan implemented by the
Registrants Board of Directors or Compensation Committee and in the Registrants Stock Option
Plan, at such levels as determined from time to time by the Board or Compensation Committee, in
addition to participation in all other employee fringe benefits to the same extent and at the same
level as other officers of the Registrant are then participating.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
|
|
|
EXHIBIT
NUMBER
|
|
|
|
DESCRIPTION |
|
|
|
|
|
10.
|
|
#
|
|
Employment Agreement among Streamline Health Solutions, Inc.,
Streamline Health, Inc. and B. Scott Boyden, Jr. effective
June 16, 2008. |
# Management Contracts and Compensatory Arrangements.
2
Signatures
Pursuant to the requirements of the Securities Act of 1934, registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
Streamline Health Solutions, Inc. |
|
|
|
|
|
|
|
|
|
|
Date: June 26, 2008
|
|
By:
|
|
/s/ Paul W. Bridge, Jr. |
|
|
|
|
|
|
|
|
|
Paul W. Bridge, Jr.
Chief Financial Officer |
3