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)

October 1, 2010

SHARPS COMPLIANCE CORP.

Commission File No. 001-34269

(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:

[ ] 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))

TABLE OF CONTENTS

Item 7.01 Regulation FD Disclosures

Item 9.01 Financial Statements and Exhibits

SIGNATURES

INDEX TO EXHIBITS

Item 7.01 Regulation FD Disclosures

On October 5, 2010, representatives of Sharps Compliance Corp. (the “Company”) are scheduled to make 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 whol e 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 this presentation 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.

(d) Exhibits.  

Exhibit No.	Description
99.1	Sharps Compliance Corp. Investor Presentation dated October 5, 2010.

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.

Date: October 1, 2010	SHARPS COMPLIANCE CORP.
	By: /s/ DAVID P. TUSA
	David P. Tusa Chief Executive Officer and President

INDEX TO EXHIBITS

99.1                      Sharps Compliance Corp. Investor Presentation dated October 5, 2010.

EX-99

William Blair Emerging Growth Stock Conference

October 5, 2010

Sharps Compliance Corp.

NASDAQ: SMED

David P. Tusa

Chief Executive Officer and President

Safe Harbor Statement

Safe Harbor Statement

© Copyright Sharps Compliance Corporation 2010

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.

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Sharps Compliance

NASDAQ: SMED¹

Market capitalization²                $65.3 million

Recent price²                            $4.38

52-week range²                        $13.00 - $3.91

Avg. daily trading volume (3 mos.)   63,768

³ Ownership based on June 30, 2010 filings

¹ Listed 5/6/09; formerly OTCBB: SCOM

© Copyright Sharps Compliance Corporation 2010

3

² As of 9/29/10

Total shares outstanding          14.9 million

Ownership³:

    • Institutional                       25%

• Insider                              30%

Fiscal Year-End                      June 30th

Sharps Compliance is a fully integrated provider of
cost-effective management solutions for medical waste and
unused dispensed medications generated outside the hospital and
large healthcare facility setting utilizing the USPS or UPS.

Our strategy is to capitalize on our leadership position and continue to
penetrate the estimated $2 billion market opportunity.

Large and Growing
Market Opportunity

4

$1 Billion Market Opportunity

  Estimated 3 billion used syringes annually
    disposed of outside of the hospital setting(1)

  Would require 30 to 50 million mail-backs per year

Sources:

(1)Centers for Disease Control and Prevention

(2)Associated Press Investigative Report

$1 Billion Market Opportunity

  40% of dispensed medications from 4 billion

    prescriptions go unused annually

  Estimated 200 million pounds of medications go

    unused each year(2)

Medical Waste Disposal

Unused Medication Disposal

© Copyright Sharps Compliance Corporation 2010

Vertically Integrated
Solutions Provider

5

Treatment

Reporting

Tracking

SharpsTracer™

DrugTracer™

ProductApplication

Distribution

Order

Mail Back

© Copyright Sharps Compliance Corporation 2010

Products and Services

6

Medical Professional
Sharps Recovery System™

Sharps Recovery
System™

RxTakeAway™

© Copyright Sharps Compliance Corporation 2010

Serve more than 4,000

     customers in all 50 states

Sharps Secure®

Channels to Market

7

Retail

© Copyright Sharps Compliance Corporation 2010

•Experienced sales force - 8 employees

•Target sales opportunities > $0.5 million

Direct
Sales

•10 employees - could double staff level

  over next year

•Educating the small quantity generator

  market

Inside
Sales

•Solid lead generation

•Improved marketing

•Online order management

•Build logic and robust eCommerce

  capabilities

Website /
eCommerce

Hospitality

Assisted living

Commercial / Industrial

Pharmaceutical
Manufacturers

Government

Managed Care
Organizations

Dentists

Doctors

Veterinarians

Home
Healthcare

Pharmacies

Government Market

8

© Copyright Sharps Compliance Corporation 2010

     Launched February 2010 in four state region

     Provides medical waste and unused medication disposal solutions

     Program expanded to five other geographic regions due to positive response

U.S. Department of Veterans Affairs

VA’s pharmacy services division serves over 5.5 million veterans each year

     Rapid-deployment solution in the event of an emergency

     Increasingly recognized part of emergency preparedness program

     Full service outsourced solution

     Initial $40 million government program
        - Product build-out phase completed

        - Awarded first option year at $1.6 million

        - Subsequent three years at $3.0 million per year

Sharps Proprietary Medical Waste Management System

Innovative Pilot
Program

Increasing Regulation

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Source: StateScape

States with legislation banning disposal - 9 states

States which introduced legislation - 4 states

States with guidance - 37 states

States with legislation - 6 states plus District of Columbia

States which introduced legislation - 5 states

States which have not introduced legislation - 39 states

   Increasingly recognized legislation momentum

■ Iowa and N. Dakota have taken the lead with recent

   disposal program

Sharps Disposal Legislation for Self-Injectors

Unused Medication Disposal Legislation

   EPA and California Senate issued new guidelines for

     proper disposal

Increasing regulation will continue to drive demand for Sharps’ solutions

© Copyright Sharps Compliance Corporation 2010

Waste Conversion Process™

No landfills required

Creates a useful raw material

Safe - 99.999% sterilized, and completely safe to handle

Environmentally responsible - reduces carbon footprint

Facilitates corporate environmental initiatives

Significantdifferentiator for the Company

Potential additional revenue stream

Patent-pending process, transforms medical waste into a new,
clean, raw material ideally suited for energy intensive industries
like cement, lime, steel and power plants

© Copyright Sharps Compliance Corporation 2010

10

Financial Highlights

Solid Business Model

12

Recurring
Revenue

Early Market
Penetration

First Mover
Advantage

Strong
Margins

Unique

Operating
Leverage

© Copyright Sharps Compliance Corporation 2010

Revenue Growth

(in millions)

13

© Copyright Sharps Compliance Corporation 2010

$39.2

$20.3

$6.7

$4.2

Billings by Markets Segment

14

FY 2008 Billings
$13.2 million

© Copyright Sharps Compliance Corporation 2010

Expanded Gross Margins

15

© Copyright Sharps Compliance Corporation 2010

In order to facilitate anticipated growth, investments were made to launch the new Atlanta
operations and distribution facility and the new Waste Conversion Process™ in third
quarter FY10

Operating Leverage

16

* Excludes $512,372 Q4 FY 2009 special charge

© Copyright Sharps Compliance Corporation 2010

Bottom-line Profitability

($0.02) $0.03 $0.06 $0.01 $0.30 $0.63 $0.05 ($0.07)

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© Copyright Sharps Compliance Corporation 2010

(As of and for the period ending June 30, 2010)

Strong Balance Sheet

No debt
as of
6/30/10

Cash and
Cash
Equivalents*

$18.1M

Shareholder
Equity
GrowthQ4 08 vs. Q4 10

834%

Line of
Credit

$5.0M

18

© Copyright Sharps Compliance Corporation 2010

* $2.0 million income tax refund received in July 2010

Investment Highlights

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•  Estimated $2 billion market opportunity

•  First mover advantage

•  Increased state and federal regulatory drivers

•  Vertically integrated full-service operations

•  Highly scalable business model with operating leverage

•  Proven experienced management team

© Copyright Sharps Compliance Corporation 2010

William Blair Emerging Growth Stock Conference

October 5, 2010

Sharps Compliance Corp.

NASDAQ: SMED

Definitions

• Sharps Recovery System™ (formerly Sharps Disposal by Mail System®)                 A cost-effective and easy-to-use solution to dispose of medical waste such as hypodermic needles, lancets , and other small

quantities of bio hazardous waste. The disposal solution is ideal for individuals who self-inject, or medical facilities generating

small quantities of medical waste.

•Sharps®MWMS™ -Sharps Medical Waste Management SystemA comprehensive medical waste solution which includes an array of services and products necessary to effectively collect, store

and dispose of medical waste and dispensed unused medications outside of the hospital or large healthcare facility setting.

The System, which is designed for rapid deployment, features the Sharps Recovery System™ products combined with

warehousing, Inventory management, training, data and other services necessary to provide a comprehensive solution.

The Sharps®MWMS™ is designed to be an integral part of governmental and commercial emergency preparedness programs.

• RxTakeAway™ 
Designed for individual consumers, retail or mail-order pharmacies, communities and facilities including assisted living, long

term care and correction operations to facilitate the proper disposal of unused dispensed medications.This solution consists of

a variety of sizes of containers (from a special-use envelope to 10- and 20-gallon products) and return packaging with pre-paid

postage to the Company’s treatment facility.The Company recently introduced its proprietary tracking system, DrugTracer™, to

document unused patient medication products.The RxTakeAway™ is also an additional component option for the Sharps®

Medical Waste Management System™

•Sharps Secure® A containment and disposal method designed specifically for public restrooms.The system is currently used in malls,

restaurants, office buildings and industrial facilities.

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© Copyright Sharps Compliance Corporation 2010