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 14, 2009 (May 14, 2009)

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.)

9220 Kirby Drive, Suite 500

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 May 18, 2009, 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.

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.

Item 9.01             Financial Statements and Exhibits.

(c) Exhibits

 99.1  Investor Presentation

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:  May 14, 2009

Index to Exhibits

99.1 Investor Presentation

EX-99

Investor Presentation

May 2009

Safe Harbor Statement

2

© Copyright Sharps Compliance Corporation 2009

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, includinggeneral 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 effectiveness 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.

© Copyright Sharps Compliance Corporation 2009

3

Sharps Compliance Corp. is a fully integrated provider
of cost-effective disposal solutions for medical and
pharmaceutical waste generated outside the hospital
setting utilizing the USPS or UPS.

Our strategy is to capitalize on our leadership position
and continue to penetrate the $1 billion market
opportunity.

Sharps Compliance Corp.

© Copyright Sharps Compliance Corporation 2009

NASDAQ: SMED

•Market capitalization*                       $68.1 million

•52-week range*                               $5.34 - - $2.10

•Recent price*                                   $5.28

•Total shares outstanding                 12.9 million

•Avg. daily trading volume (3 mos.)     12,414

•Ownership:

•Institutional (estimated)               25%

•Insider                                    60%

•Fiscal Year-End                               June 30th

4

* As of 5/11/09

Target Markets

© Copyright Sharps Compliance Corporation 2009

5

• Federal, State and Municipal Governments

• Pharmaceutical Manufacturers

• Hospitality

• Retail Clinic

• Commercial / Industrial

• Professional

• Agriculture

Distribution network, strong telesales approach & targeted Internet marketing

Direct Sales: Regional and target market focused

• Home Infusion

Vertically Integrated

Solutions Provider

© Copyright Sharps Compliance Corporation 2009

6

Treatment Facility

Data to Client

Internet-based tracking system

SharpsTracer™

DrugTracer™

Products in use

Distribution Facility

Customer

Vendor-Managed Inventory Solutions

© Copyright Sharps Compliance Corporation 2009

Sharps Proprietary Medical Waste Management System
(Sharps®MWMS™)

ü Integrates flagship Sharps Disposal By Mail System (“SDBM”) with storage,
inventory management, training, data and other services

ü Designed for rapid deployment and/or patient fulfillment

Market opportunities:Government (Federal, State & Local),
Pharmaceutical Manufacturers

$40 million
contract with
an agency of
the U.S.
Government

6 Patient
Support
Programs in
place with major
pharmaceutical
manufacturers

7

Products and Services

RxTakeAway™

Medical Professional

Sharps Disposal by
Mail System®

Sharps Secure®

Sharps Disposal by
Mail System®

RxTakeAway™

Convenient and confidential medication disposal solution

© Copyright Sharps Compliance Corporation 2009

9

Safe, eco-friendly way to protect your family, community and environment

Market opportunities:Individual consumers, retail
pharmacies, alternate care facilities
and community programs

Source: U.S. Health & Human Services 2008

Envelope, 10 and 20 gallon products:Includes return packaging
with pre-paid postage to Sharps treatment facility

In the home

One in five teens report abusing over-
the-counter and prescription drugs.
Their source is primarily friends and
relatives’ medicine cabinets.

In the environment

Unused meds are often dumped into the
garbage or flushed into the waste
stream.According to the EPA, trace
amounts of pharmaceuticals were found
in 80% of the rivers, lakes and streams
they tested and are linked to mutations
in fish, amphibians and water fowl.

Government Regulation

© Copyright Sharps Compliance Corporation 2009

Sharps Disposal Legislation for Self-Injectors

Source: Coalition for Safe Community Needle Disposal

MAP KEY

States with legislation
banning trash disposal of
self-injector’s sharps

States interested in
introducing legislation

States with guidance,
but do not regulate
self-injectors

10

Financial Highlights

Solid Business Model

© Copyright Sharps Compliance Corporation 2009

12

Rapid Revenue Growth

Fiscal Year Revenue

(in millions)

6 Year CAGR = 13.8%

© Copyright Sharps Compliance Corporation 2009

13

(Q3 - TTM)

Revenue more than doubles
in FY 2009 3rd quarter

$8.6

$9.0

$10.6

$12.0

$12.8

$16.4

2004

2005

2006

2007

2008

2009

Stable Gross Margins

Fiscal Year
Gross Margin

Gross margin was 59.2%
in Q3 FY 2009

Company expects gross
margins to exceed 50%
going forward

(Q3 - TTM)

© Copyright Sharps Compliance Corporation 2009

14

40.7%

38.9%

42.5%

41.9%

39.8%

46.4%

2004

2005

2006

2007

2008

2009

Operating Leverage

Fiscal Year
Operating Margin

* Excludes $138,000 Q3 FY
2007 special charge

(Q3 - TTM)

© Copyright Sharps Compliance Corporation 2009

Operating margin was 33.2%
in Q3 FY 2009

Beginning to recognize the
operating leverage inherent
in business

15

-0.8%

-1.9%

3.6%

7.2%

0.0%

11.5%

2004

2005

2006

2007*

2008

2009

Bottom-line Profitability

Fiscal Year
Net Income

(in thousands)

© Copyright Sharps Compliance Corporation 2009

Earnings Per Share

($0.01) ($0.02) $0.02 $0.075 $0.01 $0.09

*Excludes $138 thousand Q3 FY
2007 special charge

**Excludes $1.8 million, or $0.13
per diluted share, income tax
benefit recorded in Q2 FY 2009

16

(Q3 - TTM)

-$118

$382

$920

$81

$1,258

-$193

2004

2005

2006

2007*

2008

2009**

(As of and for the period ending March 31, 2009)

Strong Balance Sheet

© Copyright Sharps Compliance Corporation 2009

No debt
as of
3/31/09

Working
Capital

$3.6M

Shareholder
Equity
GrowthQ3 07 vs. Q3 09

333%

Line of
Credit

Term sheet with
Bank to increase
to $4.5 million

$2.5M

17

Strategy and Outlook

Investment Potential

© Copyright Sharps Compliance Corporation 2009

Leader in all markets outside of hospital

Recognized
name brand

Value-added products and services

Consistent high-quality performance

Powerful operating leverage

Developing strong, nationwide customer base

Vertically
Integrated

20

Investor Presentation

May 2009

Definitions

© Copyright Sharps Compliance Corporation 2009

22