Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Stock Option Grants
On December 13, 2007, the Board approved certain option grants for Frank J. Bellizzi,
Executive Vice President (principal executive officer), Diane E.
Klein, Vice President Finance and Treasurer (principal
financial officer), and Gary V. Klinefelter, Vice President and
General Counsel. Each of these
executive officer received options to purchase shares of the Companys common stock at a price set
at fair market value ($1.08 per share) on the date of grant, December 13, 2007. The stock options
expire 10 years from the grant date and were granted pursuant to the Companys 1997 Stock Award
Plan, as amended and restated as of November 6, 2007. These options vest quarterly over a three
year period in equal increments and become fully exercisable three years from date of grant.
The names of the executive officers receiving stock option grants are set forth below opposite
the number of shares of the Companys common stock to which such grants relate:
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Executive Officer
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Shares
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Frank J. Bellizzi
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300,000
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Diane E. Klein
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235,000
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Gary V. Klinefelter
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100,000
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Restricted Stock Grants
In addition, on December 13, 2007, the Board approved restricted stock grants for certain of
the Companys executive officers. These restricted stock grants were granted pursuant to the
Companys 1997 Stock Award Plan, as amended and restated as of November 6, 2007. The restrictions
on the restricted stock awards granted to the executive officers will lapse in three equal
increments on the date of grant and the first and second anniversary of the date of grant. The
grant price of the restricted stock is the fair market value ($1.08 per share) of the Companys
common stock on the grant date, December 13, 2007. The names of the executive officers receiving
these restricted stock grants are set forth below opposite the number of shares of the Companys
common stock to which such restricted stock grants relate:
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Executive Officer
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Shares
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Frank J. Bellizzi
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150,000
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Diane E. Klein
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60,000
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Gary V. Klinefelter
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15,000
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Fiscal 2008 Base Salaries
On
December 18, 2007, the Board also approved an increase of
$35,000 to the 2008 annual base salary of Mr. Bellizzi, effective
as of January 1, 2008, to establish a $370,000 annual base salary.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 13, 2007, the Board of Directors (the Board) of Zila, Inc. (the Company)
approved and adopted amendments to the Companys Amended and Restated Bylaws (the New Amended and
Restated Bylaws) to permit the issuance and transfer of uncertificated shares of its stock. The
New Amended and Restated Bylaws were effective on December 13, 2007.
The Board approved the amendments related to permitting uncertificated shares in response to
NASDAQ Marketplace Rule 4350(l), which requires that all companies listed on NASDAQ (including the
Company) be eligible by January 1, 2008 to participate in a Direct Registration Program operated by
a clearing agency registered under Section 17A of the Securities Exchange Act of 1934, as amended.
A Direct Registration Program permits investors to have securities registered in their name without
having a physical stock certificate issued. Although the Companys prior Amended and Restated
Bylaws did not prohibit the issuance of uncertificated shares of the Companys stock, the Board
decided to approve and adopt the amendments described herein to expressly permit the issuance of
uncertificated shares.
The description of the amendments approved and adopted by the Board and the New Amended and
Restated Bylaws contained in this report is qualified in its entirety by reference to (i) the full
text of the New Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and
incorporated herein by reference, and (ii) the full text of the prior Amended and Restated Bylaws
of the Company , a copy of which was filed on August 22, 2007 with the Securities and Exchange
Commission as Exhibit 3.1 to the Companys Current Report on Form 8-K.