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): February 1, 2009
REMOTEMDX,
INC.
(Exact
name of registrant as specified in its charter)
Commission File No.
0-23153
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Utah
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87-0543981
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification Number)
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150 West
Civic Center Drive
Suite
400
Sandy,
Utah 84070
(Address
of principal executive offices, Zip Code)
Registrant's
telephone number, including area code: (801) 451-6141
Former
name or former address, if changed since last report: Not
Applicable
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:
[ ] 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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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(b) Resignation
of Director.
Effective
February 1, 2009, the registrant, RemoteMDx, Inc., a Utah corporation (the
“Company”) accepted the resignation of Peter McCall as a member of the Company’s
Board of Directors. Mr. McCall indicated that he was resigning to
pursue other interests and that his resignation was not the result of any
disagreement with the Company or any of its officers, directors or other members
of its Board.
(c) Appointment
of John L. Hastings to the Board of Directors.
Effective
February 1, 2009, following the resignation of Mr. McCall from his position as a
member of the Board of Directors, the Board of Directors of the Company
appointed John L. Hastings, III to serve the remainder of Mr. McCall’s current
term as a member of the Board of Directors of the Company. Mr.
Hastings is also the Company’s President and Chief Operating
Officer. Mr. Hastings became President of the Company on June 19,
2008 and Chief Operating Officer in November 2008. Mr. Hastings has
worked for Nestle/Stouffer’s, Kraft/General Foods, Nissan Motor Acceptance
Corp., NCR/Teradata, Unisys Corp. and VNU/AC Nielsen during his
career. He has also served on the boards of small entrepreneurial
companies. From 1998 through 2006, Mr. Hastings worked with VNU – AC
Nielsen in several executive posts, last serving as its Senior Vice President
and General Manager of Global Business Intelligence, reporting directly to the
company’s Chief Executive Officer. Upon acquisition and privatization
of VNU in 2006, and until his appointment as President of RemoteMDx, Mr.
Hastings served as the interim President and CEO of Klever Marketing, Inc., a
Utah-based retail marketing company. Mr. Hastings possesses a BA from
Cal State University, Fullerton CA (1985) and an MBA from Pepperdine University,
Malibu CA (1987).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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REMOTEMDX,
INC.
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By: |
/s/ David G. Derrick
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David
G. Derrick
Chief
Executive Officer
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(Principal
Executive
Officer)
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Date:
February 19, 2009
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