-----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, MYwV76PBzi7pxWS44GS1YM21D66XuQIShGbKYrwZU88VJuZqA7o4FmMK2srKjhkU DPKllk7972g7SxfES1glWw== 0000950137-05-013205.txt : 20051102 0000950137-05-013205.hdr.sgml : 20051102 20051102121429 ACCESSION NUMBER: 0000950137-05-013205 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051102 DATE AS OF CHANGE: 20051102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED HEALTHCARE PRODUCTS INC CENTRAL INDEX KEY: 0000874710 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 231370721 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19266 FILM NUMBER: 051172286 BUSINESS ADDRESS: STREET 1: 1720 SUBLETTE AVE CITY: ST LOUIS STATE: MO ZIP: 63110 BUSINESS PHONE: 3147712400 MAIL ADDRESS: STREET 1: 1720 SUBLETTE AVENUE CITY: ST LOUIS STATE: MO ZIP: 63110 8-K 1 c99655e8vk.txt CURRENT REPORT 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): November 1, 2005 ALLIED HEALTHCARE PRODUCTS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-19266 25-1370721 - ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1720 SUBLETTE EVENUE, SAINT LOUIS, MISSOURI 63110 ------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (314) 771-2400 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)) Section 8 - Other Events Item 8.01 Other Events. On November 1, 2005, Allied Healthcare Products, Inc. announced the hiring of Richard Setzer as Vice President Sales and Marketing. He succeeds Robert Ricks, who is retiring from the Company, in that position. As stated in the press release announcing Mr. Setzer's hiring, he most recently served as global integration manager of the Health Imaging Division of Eastman Kodak. Setzer has 30 years' experience in the medical products and equipment industry with companies such as Siemens Medical Systems, Marconi Medical Systems and FUJI Medical Systems USA. Section 9 - Financial Statements and Exhibits Item 9.01. financial Statements and Exhibits (d) Exhibits. 10.1 Letter agreement dated October 4, 2005 (effective November 1, 2005), between Richard Setzer and Allied Healthcare Products, Inc. 99.1 Press Release dated November 1, 2005 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 thereunto duly authorized. ALLIED HEALTHCARE PRODUCTS, INC. By: Date: November 2, 2005 /s/ Daniel C. Dunn -------------------------------- Daniel C. Dunn Vice-President, Chief Financial Officer and Secretary EX-10.1 2 c99655exv10w1.txt LETTER AGREEMENT Exhibit 10.1 [letterhead of Allied Healthcare Products, Inc.] October 4, 2005 Mr. Richard Setzer 1025 Phillips Road Cincinnati, OH 45230 RE: Offer of Employment as VP Sales & Marketing for Allied Healthcare Products, Inc. Dear Rich: It is my privilege to present to you the following offer of employment as the VP Sales & Marketing for Allied Healthcare Products, Inc. Your initial bi-weekly salary will be $6,730.77, annualized at $175,000 per year. You also will be eligible for bonus compensation with a maximum disbursement of $200,000, as detailed in Attachment A. The bonus plan, as presented in Attachment A was prepared for Fiscal Year 2006. Future bonus plans will vary from this plan based on the needs of the business. Included as Attachment B, is a detailed Sales and Orders analysis underpinning the FY2006 Budget. Please feel free to call either Dan Dunn (314 268-1676) or Earl Refsland (314 268-1675) to address any questions you may have regarding Attachment B. Subject to approval by the Board of Directors, you will receive 30,000 shares per our 1999 Employees Incentive Stock Option Plan, included as Attachment C. Your options will be priced at the market-closing price as of the date the options are approved, which is anticipated to occur on November 17, 2005, the date of the next meeting of the Board of Directors. These options will vest at a rate of 7,500 shares on each of the following four anniversary dates of the option grant date. Additionally, the Company will provide you $45,000 in relocation funds. These funds will be paid upon your first day of employment and are to be spent at your sole discretion for house-hunting trips, temporary lodging, moving expenses, house selling expenses and such incidentals as may occur in the course of your move to St. Louis. As the Vice President of Sales & Marketing, you are entitled to the use of a full-size sedan such as a Buick LaCross or Honda Accord. The Company currently leases a Pontiac Bonneville, the lease of which may be terminated at any time, and which you may use until you have selected a replacement vehicle. As an executive, you will be eligible for four weeks of vacation per calendar year starting in 2006. Allied offers a comprehensive benefit package including medical, dental, life, AD&D, 401-k, educational financial assistance, short and long-term disability, and paid vacation. Attachment D is a summary of these benefits. Attachment E (Confidentiality and Non-Competition Agreement) and Attachment F (Code of Conduct) are documents which you will be asked to sign as a condition of employment. Upon acceptance of this offer, and successful completion of a pre-employment physical examination and drug screen, we anticipate you to begin full-time employment after providing an appropriate notice to your current employer. Assuming you accept this offer--which we certainly hope is the case, please inform me of your desired start date at your earliest convenience. As a final note, let me express how pleased we are to make an offer to an individual of your caliber. We look forward to you joining the executive team at Allied Healthcare Products, Inc. in the very near future. Sincerely, Eldon P. Rosentrater VP Administration Phone: 314 268-1678 o Fax: 314 771-1242 EX-99.1 3 c99655exv99w1.txt PRESS RELEASE Exhibit 99.1 AHPI LOGO CONTACT: DANIEL C. DUNN CHIEF FINANCIAL OFFICER 314/268-1678 RICHARD SETZER JOINS ALLIED HEALTHCARE PRODUCTS AS VICE PRESIDENT SALES AND MARKETING ST. LOUIS, November 1, 2005 - Allied Healthcare Products, Inc. (NASDAQ: AHPI) has announced that Richard Setzer will join the company as vice president of sales and marketing effective November 1. Setzer has 30 years experience in the medical products and equipment industry with companies such as Siemens Medical Systems, Marconi Medical Systems and FUJI Medical Systems USA. Most recently, Setzer was global integration manager of the Health Imaging Division of Eastman Kodak. Setzer will move to St. Louis from Cincinnati. He replaces Bob Ricks, who is retiring. Allied Healthcare Products is a leading manufacturer of respiratory care products, medical gas equipment and emergency medical products used in a wide range of hospital and alternate care settings. ## -----END PRIVACY-ENHANCED MESSAGE-----