-----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, G1ngLLidpaDUcyxYfoix5bRahoOXjBzu7Q9FsUwC+sF8I9LUgCXGVk5E1CS+XebV 0UpImQGT2la5hI42PqN57g== 0001169232-04-005831.txt : 20041119 0001169232-04-005831.hdr.sgml : 20041119 20041119100621 ACCESSION NUMBER: 0001169232-04-005831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EZ EM INC CENTRAL INDEX KEY: 0000727008 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 111999504 STATE OF INCORPORATION: DE FISCAL YEAR END: 0529 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-100878 FILM NUMBER: 041156531 BUSINESS ADDRESS: STREET 1: 717 MAIN ST CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163338230 8-K 1 d61356_8k.txt CURRENT REPORT 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): November 15, 2004 ----------------- E-Z-EM, INC. ----------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware ----------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-11479 11-1999504 - ---------------------------- ----------------------------------- (Commission File Number) (IRS Employer Identification No.) 1111 Marcus Avenue, Lake Success, New York 11042 - ---------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) (516) 333-8230 ---------------------------------------------------------------------------- (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. |_| 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 On November 15, 2004, the compensation committee of the board of directors of E-Z-EM, Inc. (the "Company") approved the grant of stock options for an aggregate of 180,000 shares of the Company's common stock, $.10 par value (the "Common Stock"), under the Company's 2004 Stock and Incentive Award Plan (the "2004 Plan") to the Company's executive officers. The names and positions of the executive officers, and the number of shares of Common Stock subject to the options, are as follows:
No. of Shares Subject to Name Position Options ---- -------- ------- Anthony A. Lombardo President and Chief Executive Officer 90,000 Dennis J. Curtin Senior Vice President - Chief Financial Officer 35,000 Joseph J. Palma Senior Vice President - Global Sales 15,000 Jeffrey S. Peacock Senior Vice President - Global Scientific and Technical Operations 15,000 Brad S. Schreck Senior Vice President - Global Marketing 15,000 Peter J. Graham Vice President - General Counsel and Secretary 10,000
The exercise price of each option is $14.225, which is the average of the high and low prices of the Common Stock as reported by the American Stock Exchange on November 15, 2004, as provided in the 2004 Plan. The options are intended to be incentive stock options to the full extent allowable under the 2004 Plan, and become exercisable for one-third of the shares on the last day of the Company's 2005, 2006 and 2007 fiscal years. The options are for 10-year terms and will terminate immediately if the option holder becomes employed by or associated in any way with, or the beneficial owner of more than 1% of the equity securities of, any direct or indirect competitor of the Company. The options will also terminate immediately upon termination of an option holder's employment for cause. The options will, to the extent they have vested, be exercisable for 180 days after an option holder's employment with the Company is terminated (other than by reason of death or disability), and for an additional 180 days if the option holder dies or becomes disabled during the 180-day period following termination of employment. If an option holder's employment is terminated by death or disability, the options will become fully exercisable for a period of one year following the date of death or disability. However, under no circumstances will the exercise period of any option be extended beyond the 10-year term of the option. All of the options will become fully exercisable upon the occurrence of a "change in control" of the Company, as defined in the 2004 Plan. 2 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. Dated: November 19, 2004 E-Z-EM, INC. (Registrant) By: /s/ Peter J. Graham ---------------------------------- Peter J. Graham Vice President, General Counsel 3 -----END PRIVACY-ENHANCED MESSAGE-----