SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
August
10, 2010
NEOGENOMICS,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
333-72097
|
74-2897368
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(I.R.S.
Employer
|
incorporation)
|
|
Identification
No.)
|
|
|
|
12701 Commonwealth Drive, Suite 9, Fort Myers,
Florida
(Address
of principal executive offices)
|
33913
(Zip
Code)
|
|
|
|
|
(239)
768-0600
(Registrant’s
telephone number, including area code)
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 CFR
240.14d-2(b))
|
o
|
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
CertainOfficers.
|
Grant
Carlson
Effective as of August 10,
2010, Grant Carlson, age 51, has been appointed to the position of Vice
President of Business Development of NeoGenomics, Inc. (the “Company”). Mr.
Carlson previously served, beginning in July 2009, as Vice President of Sales
and Marketing for the Company and was a consultant to the Company from December
2008 to July 2009. Please
see the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2009 for additional information regarding Mr. Carlson’s
biography.
Mark
Smits
On August
10, 2010, Mark Smits, age 52, was appointed to the position of Vice President of
Sales and Marketing of the Company. From October 2008 to August 2010,
Mr. Smits was Vice President of Marketing and Business Development for Fisher
HealthCare, Inc., a division of Thermo Fisher Scientific, Inc. which is a
supplier of analytical instruments, laboratory equipment, software, services,
consumables and reagents. Mr. Smits led the sourcing and business development
efforts for Fisher HealthCare. Prior to Fisher HeatlthCare, Mr. Smits
spent 25 years with Abbott Diagnostics, which offers instrument systems and
tests for hospitals, reference labs, blood banks, physician offices, and
clinics, serving in several different roles including, from October 2002 until
September 2008, Divisional Vice President, Western United States Commercial
Operations, where he led an organization of 250 people to provide sales, service
and support to customers.
NeoGenomics
Laboratories, Inc. (“NeoGenomics
Laboratories”), the Company’s wholly-owned subsidiary, and Mr. Smits are
parties to an offer letter dated July 26, 2010 (the “Offer Letter”) with
respect to Mr. Smits employment as Vice President of Sales and Marketing. The
Offer Letter provides that Mr. Smits’ start date would be on or before August
30, 2010 and that his salary would be $275,000 per year. Beginning
with the fiscal year ending December 31, 2010, Mr. Smits is also eligible to
receive an incentive bonus payment which will be targeted at 40% of his base
salary based on 100% achievement of goals (the “Base Bonus Target”)
agreed to by Mr. Smits and the CEO of NeoGenomics Laboratories and approved by
the Board of Directors for such fiscal year and is eligible to be increased up
to 150% of the Base Target Bonus in any fiscal year in which he meets certain
outsize performance thresholds established by the CEO of the Company and
approved by the Board of Directors. Mr. Smits targeted bonus for FY
2010 will be prorated for the amount of time served in 2010 and is guaranteed to
be a minimum of $25,000. Mr. Smits is also entitled to participate in
all medical and other benefits that NeoGenomics Laboratories has established for
its employees. Mr. Smits will also be eligible for up to four (4)
weeks of paid time off per year. Mr. Smits is also to receive an
automobile allowance of $700 per month and reimbursement for use of his personal
telephone and cell phone at the rate of $250 per month. If Mr. Smits
were terminated without cause during the Term (as such term is used in the Offer
Letter) he is eligible to receive his base pay and benefits for a period of six
(6) months.
The Offer
Letter also provides that Mr. Smits will be granted an option to purchase up to
425,000 shares of the Company’s common stock at an exercise price equivalent to
the closing price per share at which such stock was quoted on the NASDAQ
Bulletin Board on the date prior to Mr. Smits start date. Mr. Smits
will forego all of such option if he resigns within twelve months of his start
date. The option has a five year term, subject to continued employment, and
25,000 shares of such option will vest on December 31, 2010 and 50,000 shares
will vest on the first, second, third and fourth annual anniversaries of
employment. The remaining shares subject to the option vest as
follows:
|
-
|
20,000
if his start date is on or before August 30,
2010
|
|
-
|
20,000
if the Company achieves $35.5 million of revenue for FY
2010
|
|
-
|
40,000
if the Company achieves the board-approved budgeted revenue for FY
2011
|
|
-
|
40,000
if the Company achieves the board-approved budgeted revenue for FY
2012
|
|
-
|
40,000
if the Company achieves the board-approved budgeted revenue for FY
2013
|
|
-
|
40,000
if the Company achieves the board-approved budgeted revenue for FY
2014
|
The
Company also provided Mr. Smits with the right to directly purchase up to
$100,000 of the Company’s common stock (the “Shares”) during the
first seven (7) days of his employment with the Company or such other period as
may be mutually agreed upon in writing. The purchase price per share
will be equal to the average closing price (rounded to the nearest penny) of the
Company’s common stock for the five (5) trading days prior to the
purchase. The common stock will be restricted, but subject to
piggyback registration rights.
The
Company also agreed that to the extent the Shares were purchased by Mr. Smits
that it would issue a warrant (the “Warrant”) to Mr.
Smits to purchase the number of shares purchased by Mr. Smits pursuant to the
prior paragraph (the “Warrant
Shares”). The Warrant would have a five (5) year term and an
exercise price per share of 125% of the Shares purchased. The Warrant
would vest pursuant to the following schedule:
|
-
|
20%
of the Warrant Shares will be deemed vested as of the date of the
Warrant;
|
|
-
|
20%
of the Warrants Shares will be deemed to be vested on the first day on
which the closing price per share of the Company’s common stock has
reached or exceeded $3.00 per share for 20 consecutive trading
days;
|
|
-
|
20%
of the Warrants Shares will be deemed to be vested on the first day on
which the closing price per share of the Company’s common stock has
reached or exceeded $4.00 per share for 20 consecutive trading
days;
|
|
-
|
20%
of the Warrants Shares will be deemed to be vested on the first day on
which the closing price per share of the Company’s common stock has
reached or exceeded $5.00 per share for 20 consecutive trading
days;
|
|
-
|
20%
of the Warrants Shares will be deemed to be vested on the first day on
which the closing price per share of the Company’s common stock has
reached or exceeded $6.00 per share for 20 consecutive trading
days;
|
The
Company and Mr. Smits entered into a Confidentiality, Non-Solicitation and
Non-Compete Agreement in connection with the Offer Letter.
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
10.48
|
Offer
Letter between NeoGenomics Laboratories, Inc. and Mark Smits dated July26,
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 hereunto
duly authorized.
|
|
NEOGENOMICS,
INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Jerome J. Dvonch
|
|
|
|
Jerome
J. Dvonch
|
|
|
|
Principal
Accounting Officer
|
|
Exhibit
Index
|
|
|
|
|
|
10.48
|
|
Offer
Letter between NeoGenomics Laboratories, Inc. and Mark Smits dated July
26, 2010
|