- Current report filing (8-K)
January 23 2009 - 4:12PM
Edgar (US Regulatory)
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)
January 16, 2009
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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000-50789
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33-0145723
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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13950 Stowe Drive
Poway, California 92064
(Address of principal executive offices, including
zip code)
(858) 726-1600
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On January 16, 2009, the Compensation Committee of the Board of Directors of Digirad
Corporation (the Company) approved the salaries and bonuses to be paid to the Companys executive officers for the 2009 fiscal year and adopted the Companys 2009 Executive Incentive Plan for the 2009 fiscal year (the
2009 Bonus Plan).
For the 2009 fiscal year, the base salaries for Todd Clyde, the President, Chief Executive Officer and
interim Chief Financial Officer of the Company, Randy Weatherhead, the Senior Vice President of Marketing and Business Development and Marc Shapiro, the Senior Vice President of Human Resources, will remain $300,000, $225,000, and $210,000,
respectively.
Under the terms of the 2009 Bonus Plan, the Company will create a bonus pool payable to the Companys executive
officers upon the achievement of certain operating profit and cash flow goals. The payment of the bonuses is weighted 60% towards operating profit goals and 40% towards cash flow goals. Bonuses shall be payable at 100% or more if the Companys
operating profit is greater than or equal to $1,000,000 for the 2009 fiscal year. Bonuses shall also be payable at 100% or more if the Companys cash flow is greater than or equal to $2,250,000 for the 2009 fiscal year. Lesser individual bonus
awards are payable starting at a 20% bonus level if the Company has $400,000 operating profit or $1,650,000 cash flow, with bonus levels increasing as operating profit or cash flows increase by increments of $100,000. If the Companys operating
profit and cash flow goals are achieved, the bonus payable to Mr. Clyde, Mr. Weatherhead and Mr. Shapiro shall be $180,000, $36,000 and $84,000, respectively. Bonus amounts will continue to accrue beyond the fiscal year goals as
operating profit and cash flow figures reach each successive $100,000 increment.
Fifty percent of each bonus payment will be paid out to
each executive on a quarterly basis, and 50% of such bonus payments and any overachievement amounts will be paid at the end of the fiscal year if the Companys operating profit and cash flow goals are met, so long as the Company earns at least
$1 in operating profit for the fiscal year.
Mr. Weatherhead is also eligible for bonus payments in the amount of $17,100 if the
Companys DIS revenue is greater than or equal to $39,000,000, and $9,900 if the Companys camera sales margin is equal or greater than $5,800,000. If Mr. Weatherhead achieves certain lead generation goals to be determined by the
Chief Executive Officer, he is eligible for bonuses in the amounts of $17,100 for DIS lead generation and $9,900 for camera lead generation. The bonuses payable for DIS revenue, camera sales margin and lead generation goals are payable quarterly but
adjusted for year end results. Eligible bonuses associated with DIS revenue, camera sales margin and lead generation goals include accelerators for any amounts achieved above target and are paid at a lesser level for amounts achieved below target.
To the extent executive officers are eligible to receive a bonus under the 2009 Bonus Plan, the portion of any bonus that is not paid on a
quarterly basis as described above will be paid following the audit of the Companys financial statements for the 2009 fiscal year, but in no case later than February 28, 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.
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DIGIRAD CORPORATION
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By:
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/s/ Todd Clyde
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Todd Clyde
President, Chief Executive
Officer and
Chief Financial Officer
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Date: January 23, 2009
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