-----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, AtNB6T14p5jodUnXx5wKbaCcNtQPo71m+FMHyJ7RHYXYYS5TokE800shf2ox6jcL b0PUjS6oHoH3O2RhwuG4XA== 0001157523-06-000167.txt : 20060110 0001157523-06-000167.hdr.sgml : 20060110 20060110080025 ACCESSION NUMBER: 0001157523-06-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060110 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Termination of a Material Definitive Agreement 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: 20060110 DATE AS OF CHANGE: 20060110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIGIRAD CORP CENTRAL INDEX KEY: 0000707388 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330145723 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50789 FILM NUMBER: 06520818 BUSINESS ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 BUSINESS PHONE: (858) 726-1600 MAIL ADDRESS: STREET 1: 13950 STOWE DRIVE CITY: POWAY STATE: CA ZIP: 92064 8-K 1 a5053150.txt DIGIRAD CORPORATION 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) January 9, 2006 DIGIRAD CORPORATION (Exact name of registrant as specified in its charter) Delaware 000-50789 33-0145723 -------- --------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 13950 Stowe Drive Poway, California 92064 (Address of principal executive offices, including zip code) (858) 726-1600 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) 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)) ================================================================================ Item 1.01. Entry into a Material Definitive Agreement. As set forth in Section 5.02 below, effective January 15, 2006, the annual compensation for Mark L. Casner, the new President and Chief Executive Officer of Digirad Corporation (the "Company"), will be increased to $295,000, and he was granted options, effective January 9, 2006, to purchase up to 35,000 shares of common stock pursuant to the Company's 2004 Stock Incentive Plan, which options will vest in equal monthly increments over a four year period and have a per share exercise price equal to the closing price per share of the Company's common stock as quoted on the Nasdaq National Market on January 9, 2006. Mr. Casner is also eligible to participate in the Company's management incentive bonus program for 2006. The description of the employment arrangement in this current report is qualified in its entirety by reference to Mr. Casner's written employment agreement that will be filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2005. In addition, effective January 15, 2006, pursuant to an oral employment agreement, the annual compensation for Peter Sullivan, the Company's new President, Digirad Imaging Products, will be increased to $230,000, and he was granted options, effective January 9, 2006, to purchase up to 25,000 shares of common stock pursuant to the Company's 2004 Stock Incentive Plan, which options will vest in equal monthly increments over a four year period and have a per share exercise price equal to the closing price per share of the Company's common stock as quoted on the Nasdaq National Market on January 9, 2006. Mr. Sullivan is also eligible to participate in the Company's management incentive bonus program for 2006. In addition, pursuant to an oral employment agreement, effective January 15, 2006, the annual compensation for Todd Clyde, the Company's Chief Financial Officer, will be increased to $240,000. All other terms of such officers' employment arrangements are unchanged. In connection with Gerhard Burbach's resignation as the Company's President and Chief Executive Officer as set forth in Section 5.02 below, Mr. Burbach will cease to receive compensation as an officer of the Company effective January 15, 2006. As a non-employee director of the Company, Mr. Burbach will receive the same compensation paid to all non-employee directors, prorated to January 15, 2006. Item 1.02. Termination of a Material Definitive Agreement. As set forth in Section 5.02 below, Gerhard Burbach's will resign as the Company's President and Chief Executive Officer effective as of January 15, 2006. Mr. Burbach was employed by the Company pursuant to an oral, at-will employment arrangement described in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 22, 2005. Such arrangement shall be terminated effective as of January 15, 2006. Mr. Burbach will remain a member of the Company's Board of Directors. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 10, 2006, the Company announced that Gerhard Burbach will resign as the Company's President and Chief Executive Officer effective as of January 15, 2006. Mr. Burbach will remain a member of the Company's Board of Directors. The Company also announced that Mark L. Casner will replace Mr. Burbach as the Company's President and Chief Executive Officer, effective as of January 15, 2006. In addition, Mr. Casner will be appointed to the Company's Board of Directors, effective as of January 15, 2006, to serve until his successor is duly elected and qualified. Mr. Casner will remain as President of Digirad Imaging Solutions, Inc. ("DIS"), a wholly-owned subsidiary of the Company, a position he has held since September 2005. Prior to joining DIS, Mr. Casner, age 50, was President of DMS Imaging, a mobile imaging company offering MRI, CT, PET/CT and nuclear imaging services through its fleet of 200 systems. From 1995 through 2003 he was a member of Radiologix and its predecessor organizations, most recently as the Senior Vice President of Operations. Mr. Casner holds a BA from Miami University of Ohio, an MA from the University of Maryland, and an MBA from Marymount University. As President and Chief Executive Officer of the Company and President of DIS, Mr. Casner will be paid a new annual base salary of $295,000, and was granted options on January 9, 2006, to purchase up to 35,000 shares of common stock pursuant to the Company's 2004 Stock Incentive Plan, which options will vest in equal monthly increments over a four year period and have a per share exercise price equal to the closing price per share of the Company's common stock as quoted on the Nasdaq National Market on January 9, 2006. Mr. Casner is also eligible to participate in the Company's management incentive bonus program for 2006. The Company also announced that, effective January 15, 2006, Peter Sullivan will be appointed President, Digirad Imaging Products, reporting directly to Mr. Casner. In such capacity, Mr. Sullivan will be paid a new annual base salary of $230,000, and was granted options on January 9, 2006, to purchase up to 25,000 shares of common stock pursuant to the Company's 2004 Stock Incentive Plan, which options will vest in equal monthly increments over a four year period and have a per share exercise price equal to the closing price per share of the Company's common stock as quoted on the Nasdaq National Market on January 9, 2006. Mr. Sullivan is also eligible to participate in the Company's management incentive bonus program for 2006. A copy of the press release announcing Mr. Burbach's termination and Mr. Casner's and Mr. Sullivan's appointments is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release and the information therein are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01. Financial Statements and Exhibits (c) Exhibits. Exhibit No. Description - ----------- ---------------------------------------------------------------- 99.1 Press Release dated January 10, 2006. 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. DIGIRAD CORPORATION By:/s/ Todd P. Clyde ----------------------- Todd P. Clyde Chief Financial Officer Date: January 10, 2006 EX-99.1 2 a5053150ex991.txt DIGIRAD CORPORATION EX. 99.1 Exhibit 99.1 Mark Casner Named CEO of Digirad; He Succeeds Gary Burbach, Who Will Continue to Serve Digirad as a Member of the Board of Directors; Peter Sullivan Promoted to President of Digirad's Product Business; Randy Weatherhead Promoted to SVP of Sales and Marketing POWAY, Calif.--(BUSINESS WIRE)--Jan. 10, 2006--Digirad Corporation (NASDAQ:DRAD), a leading provider of cardiovascular imaging services and solid-state nuclear medicine imaging products to physician offices, hospitals and imaging centers, announced today that Mark L. Casner has been named Chief Executive Officer and a member of the Board of Directors. Casner, age 50, who joined Digirad in September 2005 as President of the Company's Digirad Imaging Solutions (DIS) leasing services subsidiary, succeeds Gary Burbach, who will remain a member of Digirad's Board of Directors. These changes will become effective on January 15, 2005. "My primary objectives since stepping in as CEO last April have been to put in place the proper business strategy, operating plan and management team to allow the Company to achieve its growth and profitability potential. I am pleased by the progress we have made in reaching these goals. We have recruited key additions to our management team, and implemented appropriate operational strategies for both our product and DIS businesses that I believe have positioned Digirad for improved performance. I look forward to remaining involved with Digirad as a Board member. "Since coming on board in September, Mark has demonstrated his leadership, commitment and knowledge of our business, extending an impressive record of accomplishment over his 27-year career in the healthcare services industry. Prior to joining Digirad Mark served in a progression of senior management positions at companies providing medical imaging services. Of particular significance, Mark was President and Chief Operating Officer of DMS Imaging, which offers mobile diagnostic services to more than 450 healthcare facilities nationwide. During his tenure, Casner increased profitability, improved customer service and employee retention, expanded into new geographic regions, and negotiated new agreements with customers and vendors that enhanced opportunities for growth and profitability. He also served in various positions with Radiologix, Inc., most recently as Senior Vice President, Operations. These experiences in leading large scale medical imaging organizations make him particularly well-equipped to assume his new responsibilities as CEO," Burbach said. Burbach also announced that Peter Sullivan has been promoted to President of Digirad's product business. Sullivan joined Digirad as a consultant in January 2005 and as Senior Vice President of Operations in April of 2005. Previously, he was Vice President and General Manager at Asyst Technologies. "With Peter's many years of experience in the semiconductor and medical imaging industries, I am confident that he will continue to drive operational excellence and improved financial results in our product business," Burbach said. Additionally, Burbach said that Randy Weatherhead, who joined Digirad in July 2005 as Vice President, Marketing, will assume an expanded leadership role as the new Senior Vice President of Sales & Marketing. Weatherhead previously served as VP of Sales and Marketing at Siemens Nuclear Medicine. "It is evident from the many contributions that Randy has made to Digirad that he is the right person to lead both our sales and marketing efforts to help us gain increasing market momentum in 2006," Burbach said. New CEO Mark Casner stated, "We have assembled a highly capable and experienced management team with key senior and mid-level additions in our Digirad Imaging Solutions business as well as in our sales, marketing, and operations groups. I believe our team has the skills, energy and desire to achieve our goals for growth and profitability, as we take advantage of our opportunities in both physician-based imaging services (DIS) and the nuclear cardiology camera market in our product business. I look forward to leading Digirad during this exciting time in the Company's development." About Digirad Digirad Corporation develops, manufactures and markets solid-state, digital gamma cameras to hospitals, imaging centers and physician offices. Digirad offers a comprehensive line of solid-state nuclear gamma cameras that produce a high-quality image for use in the detection of many medical conditions, including cardiovascular disease. Digirad's cameras are unique as their lightweight and compact design allows them to fit easily into small office spaces. Digirad's wholly owned subsidiaries Digirad Imaging Solutions and Digirad Imaging Systems offer a comprehensive and mobile imaging leasing and services program for physicians who wish to perform in-office nuclear cardiology procedures but do not have the patient volume, capital or resources to justify purchasing a gamma camera. For more information, please visit www.digirad.com. Digirad7 and Digirad Imaging Solutions7 are registered trademarks of Digirad Corporation. Forward-Looking Statements Digirad cautions that statements included in this press release that are not a description of historical facts are forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts and use words such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe" and other words and terms of similar meaning in connection with a discussion of future operating or financial performance or events. Examples of such statements include the statements regarding improved or continued performance of Digirad and our DIS and product businesses or our expectations of Messrs. Casner's, Sullivan's or Weatherhead's success in their new roles with the company and the expectations of achieving operational excellence and improved financial results in the product business. The inclusion of these and other forward-looking statements should not be regarded as a representation by Digirad that any of its plans will be achieved. Actual results may differ materially from those set forth in this press release due to the risks and uncertainties inherent in Digirad's business including, without limitation: the degree to which personnel changes and related disruptions in our business activities may affect Digirad's products, customers, work force, suppliers, the introduction of our Cardius-3M system and the related upgrade of our DIS fleet, and our overall business prospects and operations; the degree to which Digirad's Cardius-3M system and related services will be accepted by physicians and hospitals some of whom may experience reliability issues or technical problems; the ability of Digirad to effectively market, sell and distribute its Cardius-3M system, and related services given its limited capabilities in these areas; the degree to which recent changes in customer profiles may reduce the number of days service initiated per new contract or otherwise impact Digirad's business; Digirad's ability to retain and attract key executives, qualified managers, engineers and imaging technologists; Digirad's ability to manage risks relating to product liability, warranty claims, recalls, property damage and personal injury with respect to its imaging systems, including the Cardius-3M system; and other risks detailed in Digirad's Securities and Exchange Commission filings, including its Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. Given these uncertainties, readers are cautioned not to 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 this press release including the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. CONTACT: Digirad Corporation Todd Clyde, 858-726-1600 ir@digirad.com or Neil Berkman Associates (Investor Contact) 310-277-5162 info@BerkmanAssociates.com -----END PRIVACY-ENHANCED MESSAGE-----