-----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, CdM5B7dHJcYLMPH0v17/p5hLcM3J0zF3Vhy29KliQk+Uxku2UmvfmgdSCj1BUzez enuw3woILA5dI5dEH2wggA== 0001193125-08-215832.txt : 20081024 0001193125-08-215832.hdr.sgml : 20081024 20081024121559 ACCESSION NUMBER: 0001193125-08-215832 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20081020 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: 20081024 DATE AS OF CHANGE: 20081024 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: 081139103 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 d8k.htm FORM 8-K Form 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)

October 20, 2008

 

 

DIGIRAD CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50789   33-0145723

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2008, Digirad Corporation (the “Company”) announced that Mark L. Casner resigned as a member of the Company’s board of directors (the “Board”) and as the Company’s President and Chief Executive Officer, effective immediately. The Company also announced that Todd P. Clyde replaced Mr. Casner as the Company’s President and Chief Executive Officer. Mr. Clyde will keep his positions as Executive Vice President and Chief Financial Officer on an interim basis. In addition, Mr. Clyde was appointed to the Board on October 23, 2008, to serve until his successor is duly elected and qualified.

Mr. Clyde is 40 years old and has served as the Company’s Executive Vice President and Chief Financial Officer since December 2007, and previously served as the Chief Financial Officer and Senior Vice President since January 2006. He joined the Company in November 2002 as the Chief Financial Officer. From January 2002 to November 2002, Mr. Clyde was Chief Financial Officer at Del Mar Database, Inc., a software company developing products for the mortgage lending industry. From March 2000 to October 2001, Mr. Clyde was Vice President and Controller at Verance Corporation, a digital information tracking and security company. From October 1997 to March 2000, Mr. Clyde was Vice President and Division Controller at I-Bus/Phoenix, a division of Maxwell Technologies, Inc. which is a manufacturer of customized industrial computing. Prior to this, he was a senior auditor at Ernst & Young, LLP, an international public accounting firm. Mr. Clyde received his B.S. in accounting and his Masters of Accountancy from Brigham Young University in 1994. Mr. Clyde is a Certified Public Accountant.

A copy of the press release announcing Mr. Casner’s resignation and Mr. Clyde’s appointment as President and Chief Executive Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K.

A copy of the press release announcing Mr. Clyde’s appointment to the Board is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release dated October 20, 2008.
99.2    Press Release dated October 23, 2008.


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

President, Chief Executive Officer and

Chief Financial Officer

Date: October 24, 2008


Index to Exhibits

 

Exhibit No.

  

Description

99.1    Press Release dated October 20, 2008.
99.2    Press Release dated October 23, 2008.

 

EX-99.1 2 dex991.htm PRESS RELEASE DATED 10/20/2008 Press Release dated 10/20/2008

EXHIBIT 99.1

LOGO

Digirad Corporation Announces Appointment of Todd Clyde as Chief Executive Officer

POWAY, Calif.-October 20, 2008-Digirad Corporation (Nasdaq: DRAD) today announced the appointment of Todd P. Clyde as president and chief executive officer. He replaces Mark Casner, 53, who resigned as president, chief executive officer and director of the company to pursue new business opportunities effective today. Clyde has been chief financial officer since November 2002 and will continue in that position in an interim capacity until a new chief financial officer is appointed.

King Nelson, chairman of Digirad’s board of directors, said: “We are pleased to announce the appointment of Todd Clyde as president and chief executive officer. His experience in our market and detailed understanding of the company make him the perfect fit to lead Digirad, as we continue to execute on our Centers of Influence and other key programs with a new focus on profitability and positive cash flow. We also thank Mark for his leadership and many contributions to Digirad during his tenure as CEO.”

“I look forward to working with our leadership team in this new role to realize the full potential of our business,” said Clyde. “I also look forward to providing an update regarding the Company’s performance for the third quarter ended September 30, 2008, during our conference call scheduled at 8 a.m. Pacific on Thursday, October 23, 2008.”

Clyde, 40, joined Digirad as chief financial officer in November 2002. In December 2007, he was promoted to executive vice president, chief financial officer and product head. Prior to joining Digirad, he held senior finance and accounting positions at Verance Corporation, I-Bus/Phoenix and Ernst & Young, LLP. Clyde holds a Bachelor of Science degree in accounting and a Masters of Accountancy from Brigham Young University.

About Digirad

Digirad Corporation provides diagnostic nuclear and ultrasound imaging systems and services to physicians’ offices, hospitals and other medical services providers for cardiac, vascular, and general imaging applications. Digirad’s Cardius XPO line of nuclear imaging cameras use patented solid-state technology and unique multi (dual, triple) head design for superior performance and advanced features for sharper digital images, faster processing, compact size, lighter weight for portability, ability to handle patients up to 500 pounds, and improved patient comfort compared to standard nuclear cameras. Digirad’s 2020tc general-purpose nuclear imager has a small footprint and may also be configured for fixed or mobile use to supplement primary imaging. Digirad’s installed base of equipment exceeds 550 systems; in addition, a mobile fleet of 164 nuclear and ultrasound imaging systems is being used in 22 states and the District of Columbia, primarily in the eastern, midwestern and southwestern United States. For more information, please visit www.digirad.com. Digirad®, Digirad Imaging Solutions®, and Cardius® are registered trademarks of Digirad Corporation.

Forward Looking Statements

Statements 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. Examples of such forward looking statements include statements regarding improvements in performance and results of actual use. Actual performance, results and benefits results may differ materially from those set forth in this press release due to risks and uncertainties inherent in the use of new technology, working conditions, work force, 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, 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:

Dan Matsui

Allen & Caron

949-474-4300

Company Contact:

Todd Clyde

CFO

858-726-1600

ir@digirad.com

EX-99.2 3 dex992.htm PRESS RELEASE DATED 10/23/2008 Press Release dated 10/23/2008

EXHIBIT 99.2

LOGO

DIGIRAD CORPORATION NAMES

PRESIDENT AND CHIEF EXECUTIVE TODD CLYDE

TO BOARD OF DIRECTORS

POWAY, Calif.—October 23, 2008—Digirad Corporation (Nasdaq: DRAD), a leading provider of medical diagnostic imaging systems and services to physicians’ offices, hospitals and imaging centers, today announced the appointment of President and Chief Executive Officer Todd P. Clyde to its Board of Directors, effective immediately. Clyde, 40, whose promotion to Digirad president and chief executive officer was announced on October 20, replaces Mark Casner, 53, who had resigned as president, chief executive officer and director. The number of directors on the Digirad board remains at six and consists of Clyde and five outside directors.

King Nelson, Digirad’s chairman, commented: “Todd’s brings years of financial and business experience to the board, and his in-depth working knowledge of Digirad, its business and new strategy will be particularly beneficial as the Company steps up its focus on achieving profitability and positive cash flow. We welcome Todd as a director and look forward to working with him in his new capacities as director and CEO in realizing the Company’s full potential and enhancing shareholder value.”

Clyde joined Digirad as chief financial officer in November 2002. In December 2007, he was promoted to executive vice president, chief financial officer and product head. Prior to joining Digirad, he held senior executive and senior management positions in finance and accounting at Del Mar Database, Inc.; Verance Corporation; and I-Bus/Phoenix, a division of Maxwell Technologies, Inc. Clyde was a senior auditor at Ernst & Young, LLP, an international public accounting firm, and received a Bachelor of Science degree in accounting and a Masters of Accountancy from Brigham Young University. He is a certified public accountant and lives in San Diego, Calif. with his family.

About Digirad

Digirad Corporation provides diagnostic nuclear and ultrasound imaging systems and services to physicians’ offices, hospitals and other medical services providers for cardiac, vascular, and general imaging applications. Digirad’s Cardius XPO line of nuclear imaging cameras use patented solid-state technology and unique multi (dual, triple) head design for superior performance and advanced features for sharper digital images, faster processing, compact size, lighter weight for portability, ability to handle patients up to 500 pounds, and improved patient comfort compared to standard nuclear cameras. Digirad’s 2020tc general-purpose nuclear imager has a small footprint and may also be configured for fixed or mobile use to supplement primary imaging. Digirad’s installed base of equipment exceeds 550 systems; in addition, a mobile fleet of 158 nuclear and ultrasound imaging systems is being used in 22 states and the District of Columbia, primarily in the eastern, midwestern and southwestern United States. For more information, please visit www.digirad.com. Digirad®, Digirad Imaging Solutions®, and Cardius® are registered trademarks of Digirad Corporation.

Forward-Looking Statements

Statements 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. Examples of such forward looking statements include statements regarding cash flow, profitability, business strategy, growth potential, and shareholder value. Actual performance, results and benefits results may differ materially from those set forth in this press release due to risks and uncertainties inherent in business and economic conditions, new technology, working conditions, work force, 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, 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:

Dan Matsui

Allen & Caron

949-474-4300

  

Company Contact:

Todd Clyde, President & CEO

858-726-1600

ir@digirad.com

# # # #

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