8-K 1 c51430e8vk.htm FORM 8-K e8vk
 
 
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): May 13, 2009
SXC HEALTH SOLUTIONS CORP.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-52073
     
Yukon Territory, Canada   75-2578509
     
(State or other jurisdiction of incorporation)   (IRS Employer Identification No.)
2441 Warrenville Road, Suite 610
Lisle, Illinois 60532-3246
(Address of principal executive offices, including zip code)
(630) 577-3206
(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 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))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On May 13, 2009, at an annual and special meeting of shareholders of SXC Health Solutions Corp. (the “Company”), the Company’s shareholders approved the SXC Health Solutions Corp. Long-Term Incentive Plan (the “Plan”). The Plan permits awards of a variety of equity-based incentives, including stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based awards. The Compensation Committee of the Board of Directors (the “Compensation Committee”) administers the Plan and selects eligible persons who will receive grants under the Plan from those individuals performing services for or on behalf of the Company. This description of the Plan is qualified in its entirety by reference to the actual Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
     It is anticipated that the Compensation Committee will make awards under the Plan consisting of (i) stock options with a seven-year term vesting over a four-year period, (ii) time-based restricted stock units vesting over a four-year period and (iii) performance-based restricted stock units which will measure cumulative earnings per share over a three-year period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
     
Exhibit No.   Description
10.1
  SXC Health Solutions Corp. Long-Term Incentive Plan

 


 

SIGNATURES
     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.
         
  SXC HEALTH SOLUTIONS CORP.
 
 
Dated: May 19, 2009  By:   /s/ Jeffrey Park    
    Name:   Jeffrey Park   
    Title:   Chief Financial Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit No.   Description
10.1
  SXC Health Solutions Corp. Long-Term Incentive Plan