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 earliest event reported): December 22, 2008

MEDTOX SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11394	95-3863205
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

402 West County Road D, St. Paul, Minnesota	55112
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 636-7466

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))

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

The Company has previously entered into employment agreements (the “Employment Agreements”) with the following executive officers: Richard J. Braun, James A. Schoonover, Kevin J. Wiersma, Susan E. Puskas, and B. Mitchell Owens. On December 22, 2008, the Compensation Committee of the Board of Directors authorized the amendment of the Employment Agreements (each, an “Amendment”) primarily to ensure that the form and timing of payments and allowable elections under the Employment Agreements comply with the requirements of Section 409A of the Internal Revenue Code, as amended (“Section 409A”). The Amendments are necessary to avoid the imposition on the affected executive officer of an excise tax on any payment that is subject to Section 409 A. Copies of each of the Amendments are attached as Exhibits 10.1 through 10.5 to this Form 8-K and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

The following exhibits are filed as part of this report:

ExhibitNo.	Description
10.1	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Richard J. Braun.
10.2	Amendment to Employment Agreement, effective January 1, 2009, between the Company and James A. Schoonover.
10.3	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Kevin J. Wiersma.
10.4	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Susan E. Puskas.
10.5	Amendment to Employment Agreement, effective January 1, 2009, between the Company and B. Mitchell Owens.

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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.

MEDTOX Scientific, Inc.

Date: December 22, 2008   By:   /s/ Richard J. Braun

 Name:     Richard J. Braun

Title: Chief Executive Officer

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INDEX TO EXHIBITS

ExhibitNo.	Description
10.1	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Richard J. Braun.
10.2	Amendment to Employment Agreement, effective January 1, 2009, between the Company and James A. Schoonover.
10.3	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Kevin J. Wiersma.
10.4	Amendment to Employment Agreement, effective January 1, 2009, between the Company and Susan E. Puskas.
10.5	Amendment to Employment Agreement, effective January 1, 2009, between the Company and B. Mitchell Owens.

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EX-10

Exhibit 10.1

AMENDMENT TO THE

CEO EMPLOYMENT AGREEMENT BETWEEN

MEDTOX SCIENTIFIC, INC., AND RICHARD J. BRAUN

The CEO Employment Agreement dated January 1, 2007 between MEDTOX Scientific, Inc., (the “Company”) and Richard J. Braun (the “Executive”) is hereby amended in the following manner, in accordance with Section 13.4 of the Agreement and effective as of January 1, 2009.

1. Paragraph (a) of Section 7 is amended in its entirety as follows:

(a) subject to the payment delay under Section 13.9, the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of the Executive’s Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be twenty-four (24) months, and in addition a payment of two times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

2. Paragraph (b) of Section 7 is amended by inserting, “subject to Section 13.9,” at the beginning thereof.

3. Article XIII is amended by adding a new Section 13.9 as follows:

13.9 409A Compliance

It is intended that any payments made to the Executive under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) will comply with the requirements of Code Section 409A. The terms of this Agreement shall be interpreted in accordance with that intent. Because the Executive is a Specified Employee as defined under Treasury Regulation Section 1.409A-1(i), payments under Section 7(a) will be delayed until the first day after the end of the 6-month period immediately following the date on which the Executive experiences a Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) from the Company and such payments will be paid in a lump sum on the first day of the seventh month following Separation from Service. Benefits under Section 7(b), to the extent subject to Code Section 409A, will satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv).

MEDTOX SCIENTIFIC, INC. By:    /s/ Robert Rudell Robert Rudell Compensation Committee Chairman /s/ Richard J. Braun Richard J. Braun

EX-10

Exhibit 10.2

AMENDMENT TO THE

EMPLOYMENT AGREEMENT BETWEEN

MEDTOX SCIENTIFIC, INC., AND JAMES A. SCHOONOVER

The CEO Employment Agreement dated January 1, 2007 between MEDTOX Scientific, Inc., (the “Company”) and James A. Schoonover (the “Executive”) is hereby amended in the following manner, in accordance with Section 13.4 of the Agreement and effective as of January 1, 2009.

1. Paragraph (a) of Section 7 is amended in its entirety as follows:

(a) subject to the payment delay under Section 13.9, the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of the Executive’s Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

2. Paragraph (b) of Section 7 is amended by inserting, “subject to Section 13.9,” at the beginning thereof.

3. Article XIII is amended by adding a new Section 13.9 as follows:

13.9 409A Compliance

It is intended that any payments made to the Executive under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) will comply with the requirements of Code Section 409A. The terms of this Agreement shall be interpreted in accordance with that intent. Because the Executive is a Specified Employee as defined under Treasury Regulation Section 1.409A-1(i), payments under Section 7(a) will be delayed until the first day after the end of the 6-month period immediately following the date on which the Executive experiences a Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) from the Company and such payments will be paid in a lump sum on the first day of the seventh month following Separation from Service. Benefits under Section 7(b), to the extent subject to Code Section 409A, will satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv).

MEDTOX SCIENTIFIC, INC. By:    /s/ Robert Rudell Robert Rudell Compensation Committee Chairman /s/ James A. Schoonover James A. Schoonover

EX-10

Exhibit 10.3

AMENDMENT TO THE

EMPLOYMENT AGREEMENT BETWEEN

MEDTOX SCIENTIFIC, INC., AND KEVIN J. WIERSMA

The CEO Employment Agreement dated January 1, 2007 between MEDTOX Scientific, Inc., (the “Company”) and Kevin J. Wiersma (the “Executive”) is hereby amended in the following manner, in accordance with Section 13.4 of the Agreement and effective as of January 1, 2009.

1. Paragraph (a) of Section 7 is amended in its entirety as follows:

(a) subject to the payment delay under Section 13.9, the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of the Executive’s Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

2. Paragraph (b) of Section 7 is amended by inserting, “subject to Section 13.9,” at the beginning thereof.

3. Article XIII is amended by adding a new Section 13.9 as follows:

13.9 409A Compliance

It is intended that any payments made to the Executive under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) will comply with the requirements of Code Section 409A. The terms of this Agreement shall be interpreted in accordance with that intent. Because the Executive is a Specified Employee as defined under Treasury Regulation Section 1.409A-1(i), payments under Section 7(a) will be delayed until the first day after the end of the 6-month period immediately following the date on which the Executive experiences a Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) from the Company and such payments will be paid in a lump sum on the first day of the seventh month following Separation from Service. Benefits under Section 7(b), to the extent subject to Code Section 409A, will satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv).

MEDTOX SCIENTIFIC, INC. By:    /s/ Robert Rudell Robert Rudell Compensation Committee Chairman /s/ Kevin J. Wiersma Kevin J. Wiersma

EX-10

Exhibit 10.4

AMENDMENT TO THE

EMPLOYMENT AGREEMENT BETWEEN

MEDTOX SCIENTIFIC, INC., AND SUSAN E. PUSKAS

The CEO Employment Agreement dated January 1, 2007 between MEDTOX Scientific, Inc., (the “Company”) and Susan E. Puskas (the “Executive”) is hereby amended in the following manner, in accordance with Section 13.4 of the Agreement and effective as of January 1, 2009.

1. Paragraph (a) of Section 7 is amended in its entirety as follows:

(a) subject to the payment delay under Section 13.9, the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of the Executive’s Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

2. Paragraph (b) of Section 7 is amended by inserting, “subject to Section 13.9,” at the beginning thereof.

3. Article XIII is amended by adding a new Section 13.9 as follows:

13.9 409A Compliance

It is intended that any payments made to the Executive under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) will comply with the requirements of Code Section 409A. The terms of this Agreement shall be interpreted in accordance with that intent. Because the Executive is a Specified Employee as defined under Treasury Regulation Section 1.409A-1(i), payments under Section 7(a) will be delayed until the first day after the end of the 6-month period immediately following the date on which the Executive experiences a Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) from the Company and such payments will be paid in a lump sum on the first day of the seventh month following Separation from Service. Benefits under Section 7(b), to the extent subject to Code Section 409A, will satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv).

MEDTOX SCIENTIFIC, INC. By:    /s/ Robert Rudell Robert Rudell Compensation Committee Chairman /s/ Susan E. Puskas Susan E. Puskas

EX-10

Exhibit 10.5

AMENDMENT TO THE

EMPLOYMENT AGREEMENT BETWEEN

MEDTOX SCIENTIFIC, INC., AND B. MITCHELL OWENS

The CEO Employment Agreement dated January 1, 2007 between MEDTOX Scientific, Inc., (the “Company”) and B. Mitchell Owens (the “Executive”) is hereby amended in the following manner, in accordance with Section 13.4 of the Agreement and effective as of January 1, 2009.

1. Paragraph (a) of Section 7 is amended in its entirety as follows:

(a) subject to the payment delay under Section 13.9, the Company will pay to Executive the Executive's then current base salary for the twelve (12) month period following the date of the Executive’s Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) subject to applicable withholdings and in accordance with the regular payroll practices of the Company and the Company will also pay one times the annual target bonus described in the Executive Incentive Compensation Plan. In the case of a Change in Control, Potential Change in Control, or termination under Section 12.1(b) the payment period for salary continuation will be eighteen (18) months, and in addition a payment of one and one half (1.5) times the target annual bonus currently in effect. Payments under this section do not include the LTIP; and

2. Paragraph (b) of Section 7 is amended by inserting, “subject to Section 13.9,” at the beginning thereof.

3. Article XIII is amended by adding a new Section 13.9 as follows:

13.9 409A Compliance

It is intended that any payments made to the Executive under this Agreement that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) will comply with the requirements of Code Section 409A. The terms of this Agreement shall be interpreted in accordance with that intent. Because the Executive is a Specified Employee as defined under Treasury Regulation Section 1.409A-1(i), payments under Section 7(a) will be delayed until the first day after the end of the 6-month period immediately following the date on which the Executive experiences a Separation from Service (as defined by Treasury Regulation Section 1.409A-1(h)) from the Company and such payments will be paid in a lump sum on the first day of the seventh month following Separation from Service. Benefits under Section 7(b), to the extent subject to Code Section 409A, will satisfy the requirements of Treasury Regulation Section 1.409A-3(i)(1)(iv).

MEDTOX SCIENTIFIC, INC. By:    /s/ Robert Rudell Robert Rudell Compensation Committee Chairman /s/ B. Mitchell Owens B. Mitchell Owens