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)

November 24, 2014 (November 20, 2014)

SHARPS COMPLIANCE CORP.

(Exact Name of Registrant As Specified In Its Charter)

Commission File No. 001-34269

Delaware	74-2657168
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9220 Kirby Drive, Suite 500, Houston, Texas	77054
(Address of principal executive offices)	(Zip Code)

(Registrant’s Telephone Number, Including Area Code)

713-432-0300

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 CFR240.14d-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.

Item 5.02(c). Appointment of Certain Officers:

On November 24, 2014, the Company announcedthe appointment and promotion of Dennis Halligan as the Company’s Vice President of Marketing. As Director of Marketing, Mr. Halligan has played a key role in developing and leading the Company’s marketing and e-commerce initiatives. Prior to joining Sharps in 2011, he was a principal with Stir Creative, a web marketing agency focused on digital branding as well as the development of traditional and ecommerce web platforms.  Prior to this, he was a Senior Marketing Manager at R.J. Reynolds, responsible for brand promotions, sales distribution and new product launches in the company’s Texas, Oklahoma and Louisiana markets.  He is a graduate of the University of Louisiana at Lafayette with a Bachelor of Science degree in Marketing.

A copy of the press release issued by the Company regarding the above appointment is attached hereto as Exhibit 99.1.

Mr. Halligan executed a letter agreement with the Company, pursuant to which he agreed to serve as the Vice President of Marketing of the Company effective on November 20, 2014. The offer letter provides that Mr. Halligan will receive an annual base salary of $120,000 (payable at the bi-weekly rate of $4,615.38).  In connection with the appointment, Mr. Halligan received an option to purchase 25,000 shares of the Company's common stock under the Sharps Compliance Corp. 2010 Stock Plan. The option has a seven (7) year term and vests at the rate of 25% per year (at each of the first four anniversary dates). The exercise price of the option is the closing price on the date of the grant.

Item 5.02(e). Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.02(c) above regarding the compensation arrangements are hereby incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Offer letter between Sharps Compliance, Inc. and Dennis Halligan effective November 20, 2014.
99.1	Sharps Compliance Appoints Dennis Halligan Vice President of Marketing

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.

Dated: November 24, 2014	By: /s/ DIANA P. DIAZ
	Diana P. Diaz
	Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

November 20, 2014

Dennis Halligan

7614 Oak Fern

Houston, TX  77040

Dear Dennis:

We are pleased to offer you a promotion to the position of Vice President of Marketing with Sharps Compliance, Inc. (“Sharps” or the “Company”), effective Thursday, November 20, 2014, and reporting directly to me.

Your new compensation will include a base salary of $4,615.38 per pay period (twenty-six pay periods per year).  As an employee of Sharps, you will continue to be eligible to participate in the Company’s group benefit program which includes: group health, vision, dental, disability insurance and 401(k).

You will also receive a grant of 25,000 options to purchase the Company’s common stock to be issued on Thursday, November 20, 2014. Stock option grants are subject to the terms of the Sharps Compliance Corp. 2010 Stock Plan (“Plan”). Additionally and under the Plan, the strike price of stock option grants would be equal to the price of the Company’s common stock (as traded on NASDAQ) at closing on November 20, 2014 which is $4.28.

You will be eligible to participate in the Company’s Executive Incentive Compensation Plan (the “EICP Plan”) beginning with fiscal year 2015 and effective every fiscal year thereafter, unless terminated or modified by the Compensation Committee of the Company Board of Directors. The EICP is more fully described in the Company’s October 1, 2014 Proxy Statement, as amended and filed with the Securities and Exchange Commission.

Sharps Compliance Inc.

9220 Kirby Drive  Suite 500  Houston, TX 77054

Direct  713.660.3514    Fax 713.660.3574

Email dtusa@sharpsinc.com

Website   www.sharpsinc.com

Page 2

Halligan

This offer does not constitute an employment contract or guarantee of employment for any specific period of time since the Company is an “at-will” employer.  At-will employment means that either you or the Company, with or without cause and with or without prior notice, may terminate the employment relationship at any time.  Additionally, your employment will be subject to the Company’s policies and procedures, a copy of which was provided to you when you joined the Company (and as amended thereafter).

This new compensation arrangement replaces, in its entirety, all prior compensation arrangements including sales commission, base salary and otherwise (except stock options previously granted).

Finally, your employment continues to be subject to the Company’s Confidentiality, Intellectual Property and Restrictive Covenant Agreements you signed when you joined the Company. You agree to sign any updated agreements covering the items noted in the prior sentence.

Should the above be acceptable to you, please sign your acceptance, scan and e-mail to Michele Guzman at mguzman@sharpsinc.com.

Sincerely,

/s/David P. Tusa

Chief Executive Officer & President

Accepted and Agreed:

/s/Dennis Halligan

Sharps Compliance Inc.

9220 Kirby Drive  Suite 500  Houston, TX 77054

Direct  713.660.3514    Fax 713.660.3574

Email dtusa@sharpsinc.com

Website   www.sharpsinc.com

EX-99.1

Exhibit 99.1

 

Sharps Compliance Corp., 9220 Kirby Drive, Suite 500, Houston, TX 77054

IMMEDIATE RELEASE

Sharps Compliance Appoints Dennis Halligan Vice President of Marketing

HOUSTON, Texas, November 24, 2014 – Sharps Compliance Corp. (NASDAQ: SMED) (“Sharps” or the “Company”), has announced the promotion of Dennis Halligan to Vice President of Marketing.

David P. Tusa, President and Chief Executive Officer of Sharps, commented, “Over the past three years, Dennis has played a key role in developing and leading a first-class marketing initiative for the Company. His vast experience, coupled with his knowledge of our business and the customer base, have proven to be integral components of his success with the Company to date. He is a valuable member of our senior management team and we congratulate him on this well-deserved appointment.”

Mr. Halligan previously served as Director of Marketing for the Company.  Before joining the Company in 2011, he was a principal with Stir Creative, a web marketing agency focused on digital branding as well as the development of traditional and ecommerce web platforms.  Prior to this, he was a Senior Marketing Manager at R.J. Reynolds, responsible for brand promotions, sales distribution and new product launches in the company’s Texas, Oklahoma and Louisiana markets. Dennis is a graduate of the University of Louisiana at Lafayette where he earned a B.S. degree in Marketing.

About Sharps Compliance Corp.

Headquartered in Houston, Texas, Sharps Compliance is a leading full-service national provider of comprehensive waste management services including medical, pharmaceutical and hazardous. Its key markets include pharmaceutical manufacturers, home healthcare providers, assisted living / long-term care, retail pharmacies and clinics, and the professional market which is comprised of physicians, dentists and veterinary practices. The Company's flagship product, the Sharps Recovery System™, is a comprehensive solution for the containment, transportation, treatment and tracking of medical waste and used healthcare materials.

More information on the Company and its products can be found on its website at: www.sharpsinc.com

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Safe harbor statement

The information made available in this news release contains certain forward-looking statements which reflect Sharps Compliance Corp.’s current view of future events and financial performance.  Wherever used, the words “estimate,” “expect,” “plan,” “anticipate,” “believe,” “may” and similar expressions identify forward-looking statements.  Any such forward-looking statements are subject to risks and uncertainties and the company’s future results of operations could differ materially from historical results or current expectations.  Some of these risks include, without limitation, the company’s ability to educate its customers, development of public awareness programs to educate the identified consumer, customer preferences, the Company’s ability to scale the business and manage its growth, the degree of success the Company has at gaining more large customer contracts, managing regulatory compliance and/or other factors that may be described in the company’s annual report on Form 10-K, quarterly reports on Form 10-Q and/or other filings with the Securities and Exchange Commission.  Future economic and industry trends that could potentially impact revenue and profitability are difficult to predict.  The Company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results, express or implied therein, will not be realized.

For more information contact:
Diana P. Diaz Sharps Compliance Corp. Vice President and Chief Financial Officer Phone: (713) 660-3547 Email: ddiaz@sharpsinc.com	John Nesbett/Jennifer Belodeau Institutional Marketing Services (IMS) Phone: (203) 972-9200 Email: jnesbett@institutionalms.com