8-K: Current report filing
Published on July 30, 2009
UNITED
STATES
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)
July
21, 2009
NEOGENOMICS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-72097
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74-2897368
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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12701 Commonwealth Drive, Suite 9, Fort Myers,
Florida
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33913
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(Address
of principal executive offices)
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(Zip
Code)
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(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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
2.02.
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Results
of Operations and Financial
Condition.
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On July 28, 2009, NeoGenomics, Inc.
(the “Company”)
issued a press release reporting its results for its second fiscal quarter ended
June 30, 2009. The press release is furnished herewith as Exhibit
99.1 and is incorporated herein by reference.
This information shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, and it shall not be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On July 21, 2009, the Board of
Directors of the Company appointed Grant Carlson, age 50, to the position of
Vice President of Sales and Marketing.
Mr. Carlson had previously served as a
consultant to the Company since December 2008. Mr. Carlson served as
the President and Chief Executive Officer of Calgenex Corporation, a
nutraceutical company which he co-founded, from March 2006 to June
2008. From April 2004 to February 2006, Mr. Carlson served as
President and Chief Operating Officer of Nanobac Pharmaceuticals Incorporated, a
pharmaceutical and diagnostic company. Mr. Carlson served as Vice
President, Marketing and Business Development of Agilix Corporation, a
functional genomics company, from April 2001 to April 2004. From
January 1989 to April 2001, Mr. Carlson was employed by Dianon Systems, Inc., an
anatomic pathology laboratory, lastly in the position of Vice President,
Marketing & Business Development. Mr. Carlson received a B.S.
degree in Kinesiology from the University of California, Los
Angeles.
The Company and Mr. Carlson are parties
to an offer letter dated July 22, 2009 (the “Offer
Letter”). The Offer Letter provides for a four (4) year term,
which is terminable upon written notice by either party. The Offer
Letter also provides for an initial base salary of $200,000 per year and
provides that Mr. Carlson is eligible to receive an incentive bonus targeted at
30% of his base salary based on the achievement of certain goals. Mr.
Carlson is entitled to participate in all medical and other benefits that the
Company has established for its employees. Mr. Carlson also is
entitled to an automobile allowance of $700 per month (plus reimbursement for
work-related gas expenses) and reimbursement for personal telephone and cell
phone use at a rate of $250 per month. Mr. Carlson is also eligible
for four (4) weeks of paid time off per year. Mr. Carlson is also
eligible for up to $20,000 of relocation assistance pursuant to a separate
relocation agreement with the Company.
The Offer Letter also contemplates the
grant of a stock option to Mr. Carlson to purchase up to 150,000 shares of the
Company’s common stock at an exercise price equivalent to the closing price per
share at which the Company’s stock was quoted on July 21, 2009. So
long as Mr. Carlson remains employed by the Company, such option will have a
five-year term and will be subject to time and performance based
vesting. If Mr. Carlson resigns prior to July 21, 2010, he will
forfeit the options.
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If the
Company terminates Mr. Carlson without cause then the Company will continue to
pay Mr. Carlson’s base salary and maintain his employee benefits for a period of
six (6) months.
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Item
9.01.
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Financial
Statements and Exhibits.
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(a)
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Not
applicable
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(b)
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Not
applicable
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(c)
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Not
applicable
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(d)
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Exhibits.
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10.1
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Offer
letter dated July 22, 2009 between NeoGenomics, Inc. and Grant
Carlson
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99.1
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Press
Release of NeoGenomics, Inc. dated July 28,
2009.
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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.
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NEOGENOMICS,
INC.
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By:
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/s/Jerome J. Dvonch
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Jerome
J. Dvonch
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Principal
Accounting Officer
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Date:
July 29, 2009
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Exhibit
Index
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Exhibit No.
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Description
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10.1
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Offer
letter dated July 22, 2009 between NeoGenomics, Inc. and Grant
Carlson
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99.1
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Press
Release of NeoGenomics, Inc. dated July 28,
2009
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