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)

February 12, 2007 (February 12, 2007)

Commission File No. 000-22390

SHARPS COMPLIANCE CORP. 

(Exact Name Of Registrant As Specified In Its Charter)

Delaware (State Or Other Jurisdiction Of Incorporation Or Organization) 74-2657168 (IRS Employer Identification No.)

9350 Kirby Drive, Suite 300

Houston, Texas 77054

(Address Of Principal Executive Offices)

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:

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 CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Item 9.01 Financial Statements and Exhibits

INDEX TO EXHIBIT

EXHIBIT 99.1

Item 7.01 Regulation FD Disclosure

On February 13, 2007, a representative of Sharps Compliance Corp. (the “Company”) is scheduled to begin making presentations to shareholders and investors using slides containing the information attached to this Current Report on Form 8-K as Exhibit 99.1. The Company is furnishing the text of these slides pursuant to Regulation FD. This information is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any registration statement filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The Company expects to use these slides, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts and others during 2007.

By filing this report on Form 8-K and furnishing this information, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the slides is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission (“SEC”) filings and other public announcements that it may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

This Current Report on Form 8-K may include “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. When included in this Current Report on Form 8-K, the words “expects,” “intends,” “anticipates,” “believes,” “estimates,” and analogous expressions are intended to identify forward-looking statements. Such statements inherently are subject to a variety of risks and uncertainties that could cause actual results to differ materially from those projected. Such risks and uncertainties include, among others, general economic and business conditions, current cash flows and operating deficits, debt service needs, adverse changes in federal and state laws relating to the health care industry, competition, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond the Company’s control. These forward-looking statements speak only as of the date of the Current Report on Form 8-K. The Company expressly disclaims any obligation or undertaking to release publicly any updates or any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any statement is based.

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Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

 99.1  Investor Presentation

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SHARPS COMPLIANCE CORP.
	By:	/s/ David P. Tusa
		Executive Vice President , Chief Financial Officer and Business Development
Dated: February 12, 2007

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Index to Exhibits

 99.1  Investor Presentation

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EX-99.1

Exhibit 99.1

Sharps Compliance Corp. Investor Presentation February 2007

Safe Harbor Statement These slides contain (and the accompanying oral discussion will contain) “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe”, “estimate”, “anticipate”, “project” and “expect” and similar expressions are intended to identify forward-looking statements. Such statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to differ materially from the results expressed or implied by such statements, including general economic and business conditions, conditions affecting the industries served by the Company, conditions affecting the Company’s customers and suppliers, competitor responses to the Company’s products and services, the overall market acceptance of such products and services, the effect of the Company’s strategy and other factors disclosed in the Company’s periodic reports filed with the Securities and Exchange Commission. Consequently such forward looking statements should be regarded as the Company’s current plans, estimates and beliefs. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect any future events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Sharps Compliance Corp. Sharps Compliance Corp. • OTC BB: SCOM.OB • Market capitalization (2/07/07) $33.6 • 52-week range (for the period ending 2/07/07) $0.70 - $3.53 • Recent price (2/07/07) $3.15 • Total shares out 10.7 million • Avg. daily trading volume (3 mos.) 33,694 • Insider ownership (excluding options) 41% • Fiscal Year End June 30

Sharps Compliance Corp. Sharps Compliance Corp. • Develops mail back products, transportation and disposal infrastructure and information management system for small quantity generators (“SQG”) of medical sharps • Created the market for safe, efficient and low cost products and services - Target SQGs • Primary markets: - Healthcare, pharmaceutical, retail, agricultural, hospitality, industrial/commercial, professional and residential • Vertically integrated product and service provider - Sharps waste disposal systems and products (manufacturer) - Collection, tracking, treatment and disposal of sharps waste - Fulfillment alternatives

Opportunity: Critical Public Disposal Problems Opportunity: Critical Public Disposal Problems • Syringe disposal inconvenient for home health patients - Estimated 9 to 10 million Americans self-inject legal medications(1) - Estimated 2 billion used syringes disposed of annually outside of the healthcare setting(1) • Coffee cans, plastic bottles, trash and trash recycling containers - Estimated 29 to 40 million mail back containers per year(2) - Estimated $1 billion market; less than 1% penetration to date • Inconsistent and unclear regulations for medical waste disposal • Growing potential harm from accidental needle sticks (1) Source: Coalition for Safe Needle Disposal (2) Computed as 2 billion divided by 50 syringes and 70 syringes per conta

Driving Forces Driving Forces • Government regulations - California Senate Bill 1305 U.S. - Massachusetts Senate Bill 2569 - EPA Guidance • Emerging market opportunities (retail setting) - Health screening and healthcare clinics for non-emergency care • Drugstores, grocery stores and discount chain stores • Estimated 150 retail clinics currently; growing to 2,000 to 3,000 in one to two years - On-site flu shot and innoculations • Immunizing pharmacist • Pharmaceutical manufacturers value proposition - Add value and marketing power by including disposal system with injectable drugs delivered directly to homes • Estimated 20+ self-injectable “chronic” drugs with 10,000 to 200,000 patients per drug(1) • Sharps product seen as a vehicle to increase drug compliance (1) Source: Derived from various sources including product websites and the Physician’s Desk Reference.

Sharps Sharps’ Delivers Solutions Delivers Solutions • Vertically integrated to provide full array of products and services - Manufacturing and assembly - Fulfillment alternatives - Collection of medical waste • U.S. Postal Service and UPS approved, pre-paid transportation box - State of the art tracking system • Documentation of receipt, weight and destruction of contents • SharpsTracer®, internet-based tracking program • Sharps waste treatment and disposal - Significant differentiator in the industry • Solutions and service focus - Information on product and patient usage, compliance, etc.

Product and Service Sales Product and Service Sales SureTemp Totes, 8% Asset Return Systems, 5% Other products, 7% Pitch-It IV Poles, 15% Disposal by Mail Systems, 65% Q2 YTD FY 2007 Revenue = $6.2 million * * 56% of revenue in FY 2004.

Product and Service Breadth • Sharps Disposal By Mail System® - Cost effective and convenient - Containment, transportation, tracking, treatment and disposal of sharps waste - Leading product on the market • USPS and UPS approved • Variety of system sizes to meet customers’ needs • Recommended disposal method in California and Massachusetts legislation

Product Sales by Market Product Sales by Market Q2 YTD FY 2007 Revenue = $6.2 million Commercial/ Industrial, 5.1% Agriculture, 5.5% Retail, 14.1% Hospitality, 5.0% Professional, 4.5% Others, 5.6% Healthcare, 60.2% Leading Opportunities - Pharmaceutical - Commercial/ Industrial - Retail - Hospitality * * 80% of revenue in FY 2004.

Targeted Growth Markets Targeted Growth Markets • Pharmaceutical - Emerging market with high growth potential - Manufacturers adding value by bundling disposal services • Retail - Growth in clinics for non-emergency care (retail settings) and innoculations and flu shots administered in retail settings • Commercial/Industrial - Industrial commercial high-traffic facilities • Hospitality - Hotel, restaurants, retirement and assisted living facilities, contract food service providers

Additional Markets • Healthcare - 60% of current sales (six months ended December 31, 2006) - Home healthcare - maturing market • Agricultural - Products designed for disposal of syringes used on animals • Residential - Municipal waste programs • Professional - Physician, dental, veterinarian and other service-related practices

Market Relationships Market Relationships • Sales channels - Direct sales • 70% of total sales are direct • 6 direct sales representatives are regionally and/or target market focused - West Coast (2); East Coast (3); Central U.S. (1) • Strong telesales approach • Targeted internet marketing - Distributor relationships • 30% of total sales through distributors • Filling the sales pipeline

Solid Business Model Solid Business Model • Recurring revenue with high customer retention • Early penetration into significant and developing markets • Target quarterly revenue growth of 15% - 40% (YOY) • Visibility based on historical ordering trends • Strong margin business - Low 40% gross margin - Stable S,G&A and operating infrastructure - Significant operational leverage • Experienced, innovative and aggressive management team - Flexibility to take advantage of market opportunities - Capability to rapidly respond

Building Revenue Building Revenue $6,513 $8,419 $8,619 $9,001 $10,563 $11,412 FY 2002 FY 2003 FY 2004 FY 2005 FY 2006 Q2 FY 2007 TTM (in thousands) 5 year CAGR = 11.9%

Rapid Revenue Increases Rapid Revenue Increases $2,660 $2,663 $2,531 $2,708 $2,991 $3,182 Q1 FY06 Q2 FY06 Q3 FY06 Q4 FY06 Q1 FY07 Q2 FY07 (in thousands) • Rapid acceleration drivers: - California legislation - Massachusetts legislation - Emerging markets

Realizing Operating Leverage Realizing Operating Leverage -15.2% -0.8% -1.9% 3.6% 6.4% FY 2003 FY 2004 FY 2005 FY 2006 Q2 FY 07 TTM Fiscal Year 6.5% 6.4% -0.1% 1.4% 10.0% 12.3% Q1 FY06 Q2 FY06 Q3 FY06 Q4 FY06 Q1FY07 Q2 F Y07 Quarterly

Net Income Growth Trend Net Income Growth Trend -$1,278 -$118 -$193 $382 $642 FY 2003 FY 2004 F Y 20 05 FY 2006 Q2 FY 07 TTM (in thousands) Fiscal Year $165 $167 -$2 $53 $292 $421 Q1 FY06 Q2 FY06 Q3 FY06 Q4 FY06 Q1 FY07 Q2 FY07 Quarterly

Converging Factors For Success Converging Factors For Success • Government regulations driving change • Experienced management team - Focused on strategy development and execution - Ability to leverage market opportunities - Public company experience • Rapidly gaining traction from last two years of sales and marketing activities • Lack of significant competition in non-healthcare SQG arena - Competing against “Do Nothing” attitude • Strong Board membership

Investment Considerations Investment Considerations • Leader in SQG market • Developing strong customer base • Recognized brand name • Powerful operating leverage • Value-added product and service features - Web tracking system - Electronic systems integration with customers - On-demand ordering capabilities • Consistent, high-quality performance

Sharps Compliance Corp. Investor Presentation February 2007