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 the earliest event reported):  February 25, 2008

Aspyra, Inc.

(Exact Name of Registrant as Specified in Its Charter)

California	0-12551	95-3353465
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

26115-A Mureau Road
Calabasas, CA 91302

(Address of Principal Executive Offices) (Zip Code)

(818) 880-6700

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

On February 25, 2008, Aspyra, Inc. (the “Company”) appointed James Zierick, currently a member of the Company’s board of directors, to serve as the Company’s interim Chief Executive Officer. Mr. Zierick will serve on a consulting basis as interim CEO and will remain a director of the Company during this appointment.

Prior to becoming a member of the Company’s board of directors, Mr. Zierick was the Chief Executive Officer of LogicalApps, a provider of embedded controls software for enterprise applications based in Irvine, California.  Prior to joining LogicalApps, Mr. Zierick was Executive Vice President of Worldwide Field Operations for Peregrine Systems, where he led a 350-person sales, alliance, customer support and professional services organization.  Before working with Peregrine, Mr. Zierick was a partner with McKinsey & Company, where he helped lead the company’s Southern California technology and operational effectiveness practices. Mr. Zierick earned a Master of Business Administration degree from the Dartmouth College, Amos Tuck School of Business, a Bachelor of Science degree in Engineering from Dartmouth College, Thayer School of Engineering, and a Bachelor of Arts in Engineering Sciences from Dartmouth College.

The Company and Mr. Zierick have entered into a letter agreement dated February 25, 2008 setting forth the terms of Mr. Zierick’s services as interim CEO, whereby he will be engaged on a consulting basis for a period of three months unless modified in writing.  Under the agreement, Mr. Zierick’s compensation will be $15,000 per month payable at the beginning of each month.  Subject to the final approval of the Company’s board of directors, the Company will also award a non-qualified stock option to Mr. Zierick exercisable for 112,500 shares of Aspyra common stock, at an exercise price equal to the closing market price of the Company’s common stock on March 1, 2008.  The options will vest at a rate of 1/12 at the end of each week until fully vested or, if earlier, the termination of Mr. Zierick’s services as interim CEO.  The options will have a five year term.

There are no understandings or arrangements between Mr. Zierick and any other person pursuant to which Mr. Zierick was selected as interim Chief Executive Officer.  Mr. Zierick does not have any family relationship with any other director, executive officer or person nominated or chosen by the Company’s Board of Directors to become a director or executive officer.  There have been no transactions, or series of related transactions, in the last year, nor is there any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was a party, or will be a party, and in which Mr. Zierick or any member of his immediate family had, or will have a direct or indirect material interest.

With the appointment of Mr. Zierick as interim CEO, James R. (Skip) Helms will return to his role as Chief Operations Officer.  Mr. Helms assumed the role of interim Chief Operating Officer in November 2007.

A copy of the letter agreement between the Company and Mr. Zierick and a copy of the Company’s press release dated February 28, 2008 announcing Mr. Zierick’s appointment as interim Chief Executive Officer are included as Exhibit 10.1 and Exhibit 99.1 to this report, respectively, and each is incorporated herein by reference.

Item 9.01       Financial Statements and Exhibits.

(d)           The following exhibits are being filed with this report:

                10.1         Agreement dated February 25, 2008 by and between Aspyra, Inc. and James Zierick

                99.1         Press Release, dated February 28, 2008, of Aspyra, Inc.

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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.

February 28, 2008	Aspyra, Inc.
	/s/ Anahita Villafane
	Anahita Villafane
	Chief Financial Officer and Secretary

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EX-10.1

Exhibit 10.1

February 25, 2008

James Zierick

Dear Jim:

Pursuant to recent discussions with the Aspyra Board of Directors, we are pleased to offer you the position of interim Chief Executive Officer.  The following will set forth our mutual understanding as to the compensation that we have agreed to:

1.You are being engaged on a consulting basis with an expected length of tenure of 3 months unless modified in writing by mutual agreement.

2.Your fee for service shall be $15,000 per month, payable at the beginning of each monthly period.

3.As an incentive, you will receive 112,500 non-qualified stock options at the closing market price on March 1, 2008, as approved by Aspyra’s Board of Directors pursuant to the Company’s stock option plan.  1/12 of the options will be fully vested at the end of each week until all options are vested or your tenure as CEO is terminated.  The options will have a five year term.

4.Aspyra will reimburse you for all reasonable and customary business related expenses in accordance with our standard policies and procedures.

5.Your start date will be on February 25, 2008.

6.Your responsibilities will be to oversee the Company’s operations.  You will report directly to the Chairman of the Board.

Jim, we are excited about your increased involvement at Aspyra to help build a world-class healthcare informatics company.  We are confident that the skills and business ethic that you possess will allow you to make a significant contribution to the company.  The senior team welcomes you, and we will provide you with whatever support that may be required for Aspyra to meet or exceed its objectives.

Very Truly Yours,

/s/ James Helms

James (Skip) Helms

COO

Accepted

/s/ James Zierick

James Zierick

EX-99.1

Exhibit 99.1

Contact:         Michelle Del Guercio

818.880.6700 x8688

FOR IMMEDIATE RELEASE:

ASPYRA APPOINTS JIM ZIERICK INTERIM CHIEF EXECUTIVE OFFICER

CALABASAS, CALIFORNIA, February 28, 2008 -  Aspyra, Inc. (AMEX: APY), a leading provider of clinical and diagnostic information solutions for the healthcare industry, today announced that Jim Zierick has joined the Company as interim Chief Executive Officer, effective February 25, 2008. Mr. Zierick brings to Aspyra over 25 years of experience in the technology field, most recently as the Chief Executive Officer of LogicalApps, a provider of embedded controls software for enterprise applications based in Irvine, California.

“We are pleased to have Jim Zierick guiding the company as interim CEO” said John Mutch, Aspyra’s Chairman of the Board. “Jim’s technology industry experience, track record in sales and operations, and commitment make him an ideal leader for Aspyra while we continue our efforts to recruit a permanent CEO”.

Mr. Zierick will remain a director of Aspyra while performing his new duties as interim CEO. With the appointment of Mr. Zierick as interim CEO, James R. (Skip) Helms will return to his role as Chief Operations Officer.  Mr. Helms assumed the role of interim Chief Operating Officer in November 2007.

Zierick has been involved with Aspyra since September 2007, when he first joined the Company’s Board of Directors.  Prior to his role as CEO of LogicalApps, Mr. Zierick was Executive Vice President of Worldwide Field Operations for Peregrine Systems, where he led a 350 person sales, alliance, customer support and professional services organization.  Before working with Peregrine, Mr. Zierick was a partner with McKinsey & Company, where he helped lead the company’s Southern California technology and operational effectiveness practices.  Mr. Zierick holds an MBA from the Amos Tuck School of Business at Dartmouth College and a A.B. in Engineering Sciences from Dartmouth.

 “I look forward to working with the management team at Aspyra to position the Company for profitable growth” said Zierick. “With our experience and wide range of products, we have an enormous opportunity to help our customers elevate their level of quality for patient care while controlling their costs”.

Aspyra solutions provide integrated technologies and services that improve the efficiency, safety and quality of patient care.  Aspyra works directly with customers through its own sales and service staff as well as through an extensive partner network.  The company currently counts over 440 customers and over 700 application installations in its installed base.

About Aspyra

Aspyra is a global provider of Health Care Information Technology (HCIT) solutions and services to the healthcare industry. The Company specializes in Clinical Information Systems (CIS), Picture Archive Communication Systems (PACS) and Clinical Image Management Systems (CIMS) for hospitals, multi-specialty clinics, clinical laboratories, imaging departments and centers and orthopedic environments. Aspyra’s highly scalable systems can be installed standalone or integrated to provide a single-vendor, enterprise-wide solution. For more information on Aspyra, its products and services, visit www.aspyra.com.

Safe Harbor Statement
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors which could cause actual results to differ materially from the forward-looking statement. Such statements are based upon, among other things, assumptions made by, and information currently available to, management as of the date of this release, including management’s own knowledge and assessment of the Company’s industry, customers and competition. Factors that could cause Aspyra’s actual results to differ materially from these forward-looking statements include among others: changes in the Company’s management or other personnel, the competitive environment for Company products and services; unexpected technical and marketing difficulties inherent in major product development efforts; the potential need for changes in the Company’s long-term strategy in response to future developments; future advances in clinical information technology and procedures, as well as potential changes in government regulations and healthcare policies; and rapid technological change in the microelectronics and software industries. The Company refers interested persons to its most recent Annual Report on Form 10-KSB and its other SEC filings for a description of additional uncertainties and factors, which may affect forward-looking statements. The Company assumes no duty to update its forward-looking statements.