0000892251-15-000002.txt : 20150106 0000892251-15-000002.hdr.sgml : 20150106 20150106133727 ACCESSION NUMBER: 0000892251-15-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150106 DATE AS OF CHANGE: 20150106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERIDIAN BIOSCIENCE INC CENTRAL INDEX KEY: 0000794172 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 310888197 STATE OF INCORPORATION: OH FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14902 FILM NUMBER: 15509174 BUSINESS ADDRESS: STREET 1: 3471 RIVER HILLS DR CITY: CINCINNATI STATE: OH ZIP: 45244 BUSINESS PHONE: 5132713700 MAIL ADDRESS: STREET 1: 3471 RIVER HILLS DRIVE CITY: CINCINNATI STATE: OH ZIP: 45244 FORMER COMPANY: FORMER CONFORMED NAME: MERIDIAN DIAGNOSTICS INC DATE OF NAME CHANGE: 19920703 8-K 1 form8k010615.htm FORM 8-K FOR REPORTING PERIOD DECEMBER 31, 2014
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 31, 2014
MERIDIAN BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)

Ohio
0-14902
31-0888197
(State or other jurisdiction of incorporation)
(Commission File Number)
 
(IRS Employer Identification No.)

3471 River Hills Drive, Cincinnati, Ohio
45244
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code   (513) 271-3700
(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.
(e)    On December 31, 2014, Meridian Bioscience, Inc. ("Meridian" or the "Company") executed an amendment to John A. Kraeutler's Amended and Restated Employment Agreement ("Employment Agreement Amendment No. 2") which extends his employment as the Company's Chief Executive Officer and President to January 15, 2015. During this extension period, the Company and Mr. Kraeutler intend to finalize his new employment agreement. The summary of Employment Agreement Amendment No. 2 described above is qualified in its entirety by reference to Employment Agreement Amendment No. 2, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Item 9.01                      Financial Statement and Exhibits.
(d)
Exhibits
  
 
10.1
Amendment No. 2 to Amended and Restated Employment Agreement Dated June 12, 2012 between Meridian and John A. Kraeutler
 





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.
   
MERIDIAN BIOSCIENCE, INC.
     
   
By:  /s/ Melissa A. Lueke
   
Executive Vice President and Chief Financial Officer
   
(Principal Financial and Accounting Officer)
Date:  January 6, 2015
    
EX-10.1 2 exhibit10_1_010615.htm AMENDMENT NO. 2 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 2 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


This Amendment No. 2 to Amended and Restated Employment Agreement ("Amendment") dated December 31, 2014 between Meridian Bioscience, Inc., an Ohio corporation ("Meridian") and John A. Kraeutler, Chief Executive Officer ("Kraeutler").

W I T N E S S E T H:

WHEREAS, Meridian and Kraeutler entered into an amended and restated employment agreement dated June 12, 2012 and an Amendment No. 1 dated September 23, 2014 (together the "Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement upon the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Meridian and Kraeutler agree as follows:
1.            Section 2, Term, shall be amended and restated as follows:

2.  Term.  Subject to the provisions for earlier termination as hereinafter provided, Kraeutler shall continue to be employed for the period commencing on the date hereof and ending on January 15, 2015 (the "Initial Term").  The Agreement may be extended for up to Two additional periods (each an "Extension Term"), ending September 30, 2015 and September 30, 2016, respectively, at the discretion of the Board of Directors of Meridian upon sixty (60) days' written notice to Kraeutler of the Board's intent to extend the Agreement for each Extension Term and Kraeutler's acceptance of such extension offer within thirty (30) days of Kraeutler's receipt of such offer.  The Initial Term together with any Extension Terms shall hereinafter be referred to as the "Term."
2.            All other terms and conditions set forth in the Original Agreement shall remain unchanged, and shall remain in full force and effect.

3.            This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.
 
 
 
   
MERIDIAN BIOSCIENCE, INC.
     
   
By:/s/ Melissa Lueke
   
Name: Melissa Lueke
   
Title: Executive Vice President and Chief Financial Officer
     
   
/s/ John A. Kraeutler
John A. Kraeutler