- Current report filing (8-K)
February 17 2009 - 4:17PM
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)
February
7, 2009
DIGIRAD
CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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000-50789
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33-0145723
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(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
(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
(Registrant’s
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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
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. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
February 7, 2009, Digirad Corporation (the “Company”) entered into an executive
employment agreement with Richard B. Slansky, the new Chief Financial Officer of
the Company and each of its subsidiaries. The description of the
employment arrangement in this current report is qualified in its entirety by
reference to Mr. Slansky’s written employment agreement, which is attached as
Exhibit 10.1 to this current report on Form 8-K. The Company first
publicly announced the appointment by press release on February 17, 2009, which
is attached as Exhibit 99.1 to this current report on Form 8-K.
Mr.
Slansky will replace Todd Clyde as the Company’s Chief Financial Officer,
effective as of March 9, 2009. Mr. Clyde will continue to serve as
the Company’s Chief Executive Officer.
Prior to
joining the Company, Mr. Slansky, age 51, was President, Chief Financial
Officer, Director, and Corporate Secretary of Spacedev Inc., a space technology
and aerospace company. Mr. Slansky joined Spacedev Inc. in February
2003 as Chief Financial Officer and Corporate Secretary. In November 2004, Mr.
Slansky was appointed as President and Director of SpaceDev Inc. Mr.
Slansky served as interim Chief Executive Officer, interim Chief Financial
Officer, and Director for Quick Strike Resources, Inc., an IT training,
services, and consulting firm, from July 2002 to February 2003. From May 2000 to
July 2002, Mr. Slansky served as Chief Financial Officer, Vice President of
finance, administration and operations, and Corporate Secretary for Path 1
Network Technologies Inc., a public company focused on merging broadcast and
cable quality video transport with IP networks. Mr. Slansky earned a
bachelor’s degree in economics and science from the University of Pennsylvania’s
Wharton School of Business and a master’s degree in business administration in
finance and accounting from the University of Arizona.
As Chief
Financial Officer of the Company, Mr. Slansky will be paid an annual base salary
of $245,000, and will be granted an option to purchase up to 225,000 shares of
common stock pursuant to the Company’s 2004 Stock Incentive Plan. One
quarter of the shares subject to such option will vest on the one year
anniversary of the date of grant of March 9, 2009 and the remainder will vest in
equal monthly increments over a three year period beginning on the one year
anniversary of the date of grant. The option will have a per share
exercise price equal to the closing price per share of the Company’s common
stock as quoted on the Nasdaq Global Market on March 9, 2009. Mr.
Slansky will also be eligible to participate in the Company’s management
incentive bonus program for 2009. Mr. Slansky’s performance bonus for
2009 will have a target amount equal to at least 40% of his annual base
salary. Mr. Slansky’s eligibility for such bonus is conditioned upon
the achievement of certain corporate and personal goals.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
Exhibit
No.
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Description
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99.1
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Text
of press release issued by Digirad Corporation, dated February 17,
2009.
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10.1
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Executive
Employment Agreement by and between Digirad Corporation and Richard
Slansky.
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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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DIGIRAD
CORPORATION
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By:
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/s/
Todd Clyde
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Todd
Clyde
Chief
Executive Officer
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Date: February
17, 2009
Exhibit
Index
Exhibit
No.
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Description
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99.1
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Text
of press release issued by Digirad Corporation, dated February 17,
2009.
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10.1
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Executive
Employment Agreement by and between Digirad Corporation and Richard
Slansky.
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