0001193125-12-249328.txt : 20120525 0001193125-12-249328.hdr.sgml : 20120525 20120525163506 ACCESSION NUMBER: 0001193125-12-249328 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120522 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120525 DATE AS OF CHANGE: 20120525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL ACTION INDUSTRIES INC CENTRAL INDEX KEY: 0000748270 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 112421849 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13251 FILM NUMBER: 12871787 BUSINESS ADDRESS: STREET 1: 500 EXPRESSWAY DRIVE SOUTH CITY: BRENTWOOD STATE: NY ZIP: 11717 BUSINESS PHONE: 6312314600 MAIL ADDRESS: STREET 1: 500 EXPRESSWAY DRIVE SOUTH CITY: BRENTWOOD STATE: NY ZIP: 11717 8-K 1 d359329d8k.htm FORM 8-K Form 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): May 22, 2012

 

 

MEDICAL ACTION INDUSTRIES INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-13251   11-2421849

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification Number)

500 Expressway Drive South,

Brentwood, New York

   11717
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number including area code (631) 231-4600

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:

 

¨ 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 Arrangement of Certain Officers

(e) Compensatory Arrangement of Certain Officers

As previously disclosed, Mr. Richard Setian, Ms. Cynthia E. Bell and Mr. Charles L. Kelly have been appointed to the newly created positions of President and General Manager of three new strategic business units. On May 22, 2012, the Company’s Board of Directors approved their respective compensation packages, which will become effective on July 1, 2012.

Mr. Richard Setian will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $300,000; (ii) a guaranteed salary adjustment of $120,240 payable in various increments during the fiscal year ended March 31, 2013; (iii) a bonus of up to 50% of his base salary; (iv) an auto allowance; and (v) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Mr. Setian will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company’s Compensation Committee of the Board of Directors.

Ms. Cynthia E. Bell will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $175,000; (ii) a bonus of up to 50% of her base salary; (iii) an auto allowance; and (iv) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Ms. Bell will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company’s Compensation Committee of the Board of Directors.

Mr. Charles L. Kelly will be entitled to receive the following payments and benefits: (i) a base salary at an annual rate of $300,000; (ii) a guaranteed salary adjustment of $50,000 payable in various increments during the fiscal year ended March 31, 2013; (iii) a bonus of up to 50% of his base salary; (iv) an auto allowance; and (v) participation in the benefit plans and programs of the Company that are generally applicable to employees or to senior executives. Mr. Kelly will also be eligible to receive annual stock option awards, restricted stock, and/or other equity based compensation as determined by the Company’s Compensation Committee of the Board of Directors.

The Company has previously entered into a change in control agreement with Mr. Setian and Mr. Kelly and such agreements remain in force. On May 25, 2012, the Company entered into a change in control agreement with Ms. Bell and Mr. John Sheffield, the Company’s Chief Financial Officer. These agreements with Ms. Bell and Mr. Sheffield are materially similar to the Company’s form of such agreement, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated January 6, 2011.

SIGNATURE

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 thereunto duly authorized.

MEDICAL ACTION INDUSTRIES INC.

 

By:  

/s/ John Sheffield

John Sheffield
Chief Financial Officer

Dated: May 25, 2012