-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IdRqry5A1C2QH7xV2IZgP9gvmlCEUajRR8TLqcqEdLT3oj0mp0lLsWj+R5G/6jQu Sqg7DzxYLONsntJ4WJK5fg== 0001157523-08-003613.txt : 20080502 0001157523-08-003613.hdr.sgml : 20080502 20080501182424 ACCESSION NUMBER: 0001157523-08-003613 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080430 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080502 DATE AS OF CHANGE: 20080501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEX INC CENTRAL INDEX KEY: 0000050601 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 411223933 STATE OF INCORPORATION: MN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13143 FILM NUMBER: 08796060 BUSINESS ADDRESS: STREET 1: 3033 CAMPUS DRIVE STREET 2: SUITE E180 CITY: PLYMOUTH STATE: MN ZIP: 55441 BUSINESS PHONE: 763-383-4000 MAIL ADDRESS: STREET 1: 3033 CAMPUS DRIVE STREET 2: SUITE E180 CITY: PLYMOUTH STATE: MN ZIP: 55441 8-K 1 a5674184.txt INNOVEX, INC. 8-K 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): April 30, 2008 Innovex, Inc. ---------------------------------- (Exact name of Registrant as Specified in its Charter) Minnesota ---------------------------------- (State Or Other Jurisdiction Of Incorporation) 000-13143 41-1223933 - --------------------------------------- -------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 3033 Campus Drive, Suite E180 Plymouth, MN 55441 - --------------------------------------- -------------------------------------- (Address Of Principal Executive Offices) (Zip Code) (763) 383-4000 ---------------------------------- 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 (see General Instruction A.2. below): |_| 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)) Items under Sections 1, 2, 3, 4, and 6-8 are not applicable and therefore omitted. ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 30, 2008, Innovex, Inc. (the "Company") entered into a Part-Time Employment Agreement with Douglas Keller (the "Agreement"), attached hereto as Exhibit 10.1. Pursuant to the Employment Agreement, Mr. Keller will cease serving as the Company's Vice President, Finance and Chief Accounting Officer and as its principal accounting officer as of April 30, 2008. The termination of Mr. Keller's employment is related to the Company's transfer of its corporate offices to Thailand. As of the result of the termination of his employment, Mr. Keller will be entitled to the post-termination benefits under the Employment Agreement dated October 1, 1995, as amended December 18, 1998 and March 4, 2003 (the "Employment Agreement") between Mr. Keller and the Company. Further, under the Agreement, effective May 1, 2008, Mr. Keller will become a part-time employee of the Company on an at-will basis at an hourly rate of $110 or $150, depending on when the services are rendered. Mr. Keller will report to the Company's Chief Financial Officer and assist in the transfer of the corporate offices to Thailand and other tasks as assigned by the Company's Chief Executive Officer and Chief Financial Officer. Mr. Keller will not be eligible for any Company benefits or be eligible for any equity based compensation under the Agreement. The Agreement supersedes the Employment Agreement, except that certain obligations of Mr. Keller relating to assignment of inventions, confidential information and non-competition will continue. In addition, Keith Foerster, Innovex's Senior Vice President, Development and Sales, will also terminate his employment with the Company as of April 30, 2008 under the terms of Amendment No. 1 to his Employment Agreement with the Company. ITEM 9.01 Financial Statements And Exhibits. Exhibit No. Description - ----------- ---------------------------------------------------------------- 10.1 Part Time Employment Agreement dated April 30, 2008 by and between Innovex, Inc. and Douglas Keller 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, thereunto duly authorized. INNOVEX, INC. By: /s/ Randy Acres ----------------------------------- Randy Acres Senior Vice President and Chief Financial Officer Date: May 1, 2008 EX-10.1 2 a5674184ex10-1.txt EXHIBIT 10.1 Part Time Employment Agreement April 30, 2008 Through this Agreement, Innovex Inc. and Mr. Douglas Keller (Doug) wish to document their mutual agreement regarding Doug's part time employment with Innovex, Inc. (the "Company"): o Doug's full time position as Vice President Finance has been eliminated; therefore Doug is eligible for the termination benefits outlined in his employment agreement dated October 01, 1995 and amendments dated December 18, 1998 and March 04, 2003 (the "Employment Agreement"). o The effective date of the termination of Doug's employment as Vice President Finance under the Employment Agreement is mutually agreed to be April 30, 2008. Further, Doug's status as "executive officer" of Innovex and as its principal accounting officer will cease as of April 30, 2008. o Effective May 01, 2008 Doug will be a part-time employee of the Company, with wages payable on an hourly basis as described below. Effective May 1, 2008, the Employment Agreement will become null and void and will be superseded by this Agreement, provided that Sections 5, 6, 7 and 8 of the Employment Agreement remain in full force and effect. o Effective May 1, 2008, Doug's employment with the Company is at-will where either Doug or Innovex may terminate the employment relationship for any reason whatsoever, with or without cause, and at any time. No section of Innovex' employee handbook or this Agreement is meant to be construed, nor should be construed, as establishing anything other than an employment-at-will relationship, nor does it limit the discretion of the Company.. o As a part-time employee of the Company, Doug is not eligible for any Company benefits, including medical, dental, life, flexible spending account, 401(k), AD&D, short-term or long-term disability coverage. Doug will not be entitled to participate in any bonus or other incentive plan. Doug will not be eligible to receive stock options or other equity-based compensation. o For services performed from May 1, 2008 to June 30, 2008 Doug's compensation as a part-time employee will be $110.00 per hour, payable with the normal payroll cycle. o For services performed after June 30, 2008, Doug's compensation as a part-time employee will be $150.00 per hour, payable with the normal payroll cycle. o If Doug is able to acquire a full-time position with another company he commits to make reasonable efforts to allocate up to one to two weeks of his working time for the 3QFY08 close and SEC reporting, and two to three weeks time for the 4QFY08 fiscal year end close and SEC reporting, if required and requested by the Company. o Doug will have the choice of working out of his home or the designated Company's office at 3033 Campus Drive, Suite E180 Plymouth, MN. o Doug will be reimbursed for any business expenses directly associated with performing his duties as a part time employee, including travel related expenses such as mileage. o Innovex will provide the necessary office equipment for Doug to perform his duties including a notebook computer, printer, fax, copier and scanner as required. o Doug will also be provided ongoing access to the Innovex Email and IT system. o Doug will report to Innovex's CFO. o Doug's duties as a part-time employee will be assigned by the Chief Financial Officer or the Chief Executive Officer. Such duties may include agreed upon business and financial related projects and reports, including assisting with quarterly financial close procedures and SEC reporting requirements of the Company. o Doug will provide preliminary time estimates when an assignment is agreed to, but will track actual time required and will be paid based on actual time incurred. o Time and reimbursable business expenses will be reported biweekly so that Doug can be paid along with the normal payroll cycle. Actual dates to submit time reports will be coordinated with Human Resources and scheduled to allow approval from the CFO or CEO of such time reports. o Doug recognizes and agrees that since he will continue to have access to material, non-public information he will continue to be bound by the Innovex Procedures and Guidelines Governing Insider Trading And Tipping as if he were a reporting person under Section 16 of the Exchange Act. Agreed: Innovex, Inc. /s/Douglas Keller /s/ Terry M. Dauenahuer ------------------------------ ----------------------- Douglas Keller Terry M. Dauenhauer President & CEO -----END PRIVACY-ENHANCED MESSAGE-----