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)
March 1, 2012 (February 29, 2012)
Commission File No. 001-34269
Sharps Compliance Corp.
(Exact Name Of Registrant As Specified In Its Charter)
Delaware |
74-2657168 |
|
| (State Or Other Jurisdiction Of Incorporation Or Organization) |
(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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
| Item 9.01 | Financial Statements and Exhibits |
| SIGNATURES
INDEX TO EXHIBITS Press Release |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors.
On February 29, 2012, the Board of Directors of Sharps Compliance Corp. (the "Company", "Sharps" or "we") appointed Dr. Renee P. Tannenbaum to the its Board of Directors (the "Board"). A copy of the press release issued by the Company is attached hereto as Exhibit 99.1. Dr. Tannenbaum will be compensated consistent with the Company's Non-Employee Board of Director Compensation Policy described in the Company's most recent Proxy Statement and the Form 8-K filed with the Securities Exchange Commission on November 22, 2011.
Additionally, the Board approved committee assignments as follows:
Compensatory Arrangements of Certain Officers.
On February 29, 2012, the Compensation Committee of the Board of Directors ("Committee") of the Company adopted its Executive Officer Incentive Compensation Plan effective beginning with fiscal year 2012 and being effective every fiscal year thereafter, unless terminated or modified by the Committee (the "EICP Plan"). The EICP Plan, which includes the Company's Executive Officers, is designed to motivate and reward Executive Officers whose performance is considered by the Committee to be critical and integral to the overall success of the Company. The EICP Plan is as follows:
Annual Compensation Pool
$250,000 in cash bonuses for Executive Officers and 300,000 in stock options, with 75,000 of such stock options designated for non-executive employees of the Company (therefore, 225,000 stock options for Executive Officers).
Part I - 75% of the Annual Compensation Pool
75% of the Annual Compensation Pool is considered earned if the Company reports audited fiscal year financial results (revenue and earnings) equal to or greater than 90% of the corresponding revenue and earnings reflected in the Board of Director-approved financial budget.
Should the Company achieve the above for revenue only, then 50% would be substituted for the 75% in the above paragraph. Should the Company achieve the above for earnings only, then 25% would be substituted for the 75% in the above paragraph.
Assuming achievement of any of the above three scenarios, the Company's CEO would be entitled to 40% of the earned cash bonus and 40% of the earned stock options applicable to Executive Officers. The Company's CEO would make a recommendation to the Committee, for their approval, of the allocation of the remaining 60%.
Part II - 25% of the Annual Compensation Pool
The payment or award of 25% of the Annual Compensation Pool would be determined by the Committee in their sole discretion who would consider such items as, (i) individual Executive Officer performance, (ii) Executive Officer accomplishments that position the Company for growth and success and (iii) other parameters considered relevant to the Committee. As part of this process, each Executive Officer will submit to the Committee a "white paper" describing his or her accomplishments over the fiscal year as it relates to positioning the Company for growth and success.
Eligibility and Payments to Participants
The Executive Officer must be an active, full-time employee of the Company on the last day of the corresponding fiscal year to be eligible for participation in the EICP Plan.
Awards shall be determined and paid no later than twenty-one (21) days after the public release of the Company's annual fiscal year-end financial results.
Named Officers Executive Compensation.
On February 29, 2012, the Committee of the Board of Directors approved increases in the base compensation for three executive officers of the Company, effective March 1, 2012, as follows:
Officer
New Base Salary
David P. Tusa, Chief Executive Officer and President
$ 300,000
Claude A. Dance, Executive Vice President of Sales and Marketing
$ 225,000
Diana P. Diaz, Vice President and Chief Financial Officer
$ 190,000
Item 9.01. Financial Statements and Exhibits.
(a)
Financial Information
Not applicable.
(b)
Pro Forma Financial Information
Not applicable.
(c)
Exhibits
Exhibit
Description
99.1
Press Release, dated March 1, 2012.
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 hereunto duly authorized.
| Sharps Compliance Corp. |
||
| By: | /s/ DIANA P. DIAZ Diana P. Diaz Vice President and Chief Financial Officer |
|
Date: March 1, 2012 |
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INDEX TO EXHIBITS
| Exhibit Number |
|
Description |
| 99.1 |
|
Press Release, dated March 1, 2012. |
EXHIBIT 99.1
HOUSTON, March 1, 2012 (GLOBE NEWSWIRE) -- Sharps Compliance Corp. (Nasdaq:SMED) ("Sharps" or the "Company"), a leading full-service provider of cost-effective solutions designed for the proper management of medical waste, used healthcare materials and unused dispensed medications, today announced the addition of Dr. Renee P. Tannenbaum to its Board of Directors. Dr. Tannenbaum joins Sharps as an independent director; giving the board five independent directors of six serving directors.
F. Gardner Parker, Chairman of the Board, noted, "Renee has a proven track record of success with leading businesses, driving innovation, and implementing commercial strategies in the pharmaceutical industry which provides additional breadth and expertise to our board. Importantly, her experience in the life sciences industry, we believe, will be especially beneficial for us as we continue to drive our strategic efforts to further penetrate the pharmaceutical market with our Patient Support System solution for the proper disposal of needles and syringes required for the health and well being of their patients."
Dr. Tannenbaum is President of Myrtle Potter & Company, LLC, a life science and healthcare advisory firm whose clients include global public and private life science and pharmaceutical manufacturer organizations. Previously, she was the Executive Vice President and Chief Commercial Officer with Elan Pharmaceuticals, Inc., and has held a variety of leadership positions with Novartis Pharma AG, Bristol-Myers Squibb, and Merck and Company. Prior to joining the industry, Dr. Tannenbaum was an Assistant Professor of Clinical Pharmacy at the University of the Sciences at Philadelphia, where she continues to hold an adjunct faculty position.
Dr. Tannenbaum commented, "Sharps is well positioned as an industry leader and I am excited to join the board at this strategic time. I look forward to contributing to the continuing success of the Company and assisting in advancing its growth initiatives."
Dr. Tannenbaum currently serves on the board of directors of IMMUNE Pharmaceuticals, a privately held biopharmaceutical company, Bay Bio, a Northern California Life Sciences Association, the Advisory Board of the Women Business Leaders in Healthcare Industry Foundation (WBL), and the Advisory Board of the Healthcare Businesswomen's Association (HBA). She received her Bachelor of Science degree in Pharmacy from the University of Connecticut, her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, and an MBA from Temple University.
About Sharps Compliance Corp.
Headquartered in Houston, Texas, Sharps is a leading full-service provider of cost-effective management solutions for medical waste and unused dispensed medications generated outside the hospital and large health care facility setting. Its strategy is to capture a large part of the estimated $3.8 billion untapped market for unused medications, used syringes and medical waste generated outside of hospital and large health care settings by targeting the major agencies that are interrelated with this medical waste stream, including the U.S. government, pharmaceutical manufacturers, home healthcare providers, retail pharmacies and clinics, and the professional market which is comprised of physicians, dentists and veterinary practices. As a fully integrated medical waste management company providing customer solutions and services, the Company's solid business model, which provides strong margins and significant operating leverage combined with its early penetration into emerging markets, uniquely positions it for strong future growth.
The Company's flagship product, the Sharps® Recovery System™ is a comprehensive solution for the containment, transportation, treatment and tracking of medical waste generated outside the hospital and large health care facility setting. Its other products include the Sharps® MWMS™ (Medical Waste Management System), a comprehensive solution designed for rapid deployment in emergency situations and features the Sharps™ Recovery System™ and TakeAway System™ products combined with warehousing, inventory management, training, data and other services. Its TakeAway System™ is 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. The Complete Needle™ Collection & Disposal System is a safe, easy-to-use and cost-effective solution designed for self-injecting consumers and includes the Company's containment, packaging, return shipping via the U.S. Postal Service, tracking and treatment.
More information on the Company and its products can be found on its website at: www.sharpsinc.com
Safe Harbor Statement
The information made available in this press 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 revenues 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.
CONTACT: For more information contact:
Diana P. Diaz
Sharps Compliance Corp.
Vice President and Chief Financial Officer
Phone: (713) 660-3547
Email: ddiaz@sharpsinc.com
Deborah Pawlowski
Kei Advisors LLC
Investor Relations
Phone: (716) 843-3908
Email: dpawlowski@keiadvisors.com