UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 8-K CURRENT REPORT
Pursuant to Section 13 or 15(d) of the |
Date of Report: March 13, 2013
(Date of earliest event reported)
Digirad Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
000-50789
(Commission File Number)
33-0145723
(IRS Employer
Identification Number)
13950 Stowe Drive, Poway, CA
(Address of principal executive offices)
92064
(Zip Code)
(858) 726-1600
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed since last report)
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Item 8.01. Other Events On March 13, 2013, Digirad Corporation (the "Company") issued a press release announcing that the Company's Board of Directors (the "Board") adopted certain corporate governance changes. A copy of the press release is furnished as exhibit 99.1 to this Current Report on Form 8-K. The Board adopted following corporate governance changes: 1. The Board enacted a policy of seeking stockholder approval (determined based on the affirmative vote of a majority of shares present and entitled to vote on the matter) prior to entering into any acquisition (whether by merger, stock purchase, asset purchase or any other type of business combination) of another business in which the aggregate consideration to be paid by the Corporation equals or exceeds $5 million. 2. The Company's Stock Repurchase Program was amended to allow for an aggregate of $12 million of Common Stock to be repurchased pursuant to the Repurchase Program. 3. The Board adopted a policy (the "CEO Ownership Policy") requiring the Chief Executive Officer ("CEO") to own an amount of the common stock equal in value to at least three times the CEO's base salary for so long as he or she is serving as CEO. The CEO Ownership Policy shall further provide that until the CEO has achieved the level of stock ownership required by the CEO Ownership Policy, the CEO shall be required to retain an amount of Common Stock equal to 50% of the net shares received as a result of the exercise, vesting or payment of any equity awards granted to the CEO by the Company. "Net shares" are those shares that remain after shares are sold or withheld to pay any applicable exercise price for the award and satisfy any tax obligations arising in connection with the exercise, vesting or payment of the award. Because the CEO must retain a percentage of net shares acquired from any Company equity awards until he or she satisfies the CEO Ownership Policy, there shall be no minimum time period required to achieve the guideline level of ownership required by the CEO Ownership Policy. 4. The Board adopted a policy to set an annual cap on the issuance of all equity awards to 3% of the total outstanding common stock at December 31st of the preceding year. Within the annual cap, the Board shall be permitted to determine at its discretion, the amount and mix of equity awards to be granted in any single year, in accordance with the terms and conditions set forth in the Company's existing equity compensation plans, provided, however, that the Board will treat the issuance of restricted stock units and restricted stock as counting a greater value than options (number of options granted + number of restricted stock units and restricted stock awarded * 2) / number of common shares outstanding at the end of the prior fiscal year.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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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Dated: March 13, 2013 |
DIGIRAD CORPORATION
By: /s/ Jeffry R. Keyes |
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| Exhibit No. | Description |
| 99.1 | Press Release of Digirad Corporation dated March 13, 2013 |
POWAY, CA -- (Marketwire - March 13, 2013) - Digirad Corporation (NASDAQ: DRAD) today announced that it has taken additional steps to strengthen its commitment to best corporate governance practices related to its recently announced strategic initiatives.
More specifically, Digirad's Board of Directors has:
"These changes demonstrate the shareholder orientation of this Board and our commitment to continually enhance our corporate governance," said Chairman of the Board of Directors Jeffrey E. Eberwein. "Moving forward, management and the Board will maintain a clear focus on executing the business plan and returning value to shareholders -- by direct means such as share buybacks and by enhancing our market value by growing cash flow per share over time. Like most of our principal shareholders, the Board and management have a strong value orientation, and these recent policy initiatives support that viewpoint."
The Company announced in February that it is restructuring its Diagnostic Imaging products business to reduce costs in that operation. Digirad seeks to increase cash flow substantially over time by focusing on the DIS service business and executing on financially disciplined tuck-in acquisitions that align to the DIS service business.
Additional details of the Board's new corporate governance changes referenced above have been filed with the U.S. Securities and Exchange Commission on Form 8-k.
About Digirad
Digirad is a leading provider of diagnostic imaging products, and personnel and equipment leasing services. For more information, please visit www.digirad.com. Digirad® is a registered trademark of Digirad Corporation.
Forward-Looking Statements
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. These include statements regarding our ability to deliver value to customers, the ability to grow and generate positive cash flow, the ability to execute on restructuring activities, the ability to successfully execute acquisitions, and our actions to enhance our corporate governance practices, and our desire to maximize stockholder value. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made, including the risks associated with changes in business conditions, technology, customers' business conditions, reimbursement, radiopharmaceutical shortages, economic outlook, operational policy or structure, acceptance and use of Digirad's camera systems and services, reliability, recalls, and other risks detailed in Digirad's filings with the U.S. Securities and Exchange Commission, including Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Digirad undertakes no obligation to revise or update the forward-looking statements contained herein.
Investor Contact Matt Clawson Allen & Caron 949-474-4300 Company Contact Jeffry Keyes Chief Financial Officer 858-726-1600