8-K: Current report filing
Published on February 10, 2011
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)
February
3, 2011
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
(Address
of principal executive offices)
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33913
(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 5.02.
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Departure
of Directors or Certain Officers; Election of Directors;Appointment of
Certain Officers; Compensatory Arrangements of
CertainOfficers.
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Effective
as of February 3, 2011, Marvin Jaffe has resigned from the board of directors of
NeoGenomics, Inc (“NeoGenomics).
Effective
as of February 3, 2011, Raymond R. Hipp, age 68, has been appointed to the board
of directors of NeoGenomics and will serve as its Audit Committee Chairperson.
Mr. Hipp is a retired senior executive that has been involved in consulting work
over the last few years involving mergers and acquisitions as well as being a
member of a number of public company boards of directors. From July
1998 until his retirement in June 2002, Mr. Hipp served as Chairman, President
and CEO of Alternative Resources Corporation, a provider of information
technology outsourcing services. From August 1996 until May 1998, Mr.
Hipp was the Chief Executive Officer of ITI Marketing Services, a provider of
marketing services. Prior to that, Mr. Hipp held senior executive
positions with several other firms. Mr. Hipp has a B.S. from
Southeast Missouri State University. Mr. Hipp is a director and
serves on the audit committee for Gardner Denver, Inc. (NYSE: GDI), an
industrial manufacturing company.
Mr. Hipp
will receive a stipend of $25,000 per year for service as a non-officer director
and will receive an additional $5,000 per year to serve as the audit committee
chairperson. In addition he will receive $1,000 for each board
meeting attended in person and $500 for a telephonic board
meeting. He will also receive $500 for each in-person audit committee
meeting as well as $250 for each telephonic audit committee
meeting.
On
February 3, 2011, Mr. Hipp received a grant of 60,000 warrants at an exercise
price of $1.50 per share, which was the closing price of NeoGenomics’ common
stock the day before the grant. These warrants will vest over 36
months and have a five year term.
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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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99.1
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Press
Release dated February 10, 2011.
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- 2
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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/
George Cardoza
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George
Cardoza
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Chief
Financial Officer
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Date:
February 10, 2011
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- 3
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Exhibit
Index
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Exhibit
No.
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Description
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99.1
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Press
Release dated February 10, 2011
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- 4
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