Current Report Filing (8-k)
March 13 2018 - 05:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): March 7, 2018
INTERPACE
DIAGNOSTICS GROUP, INC.
(Exact
name of Registrant as specified in its charter)
DELAWARE
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0-24249
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22-2919486
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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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Morris
Corporate Center 1, Building C
300
Interpace Parkway,
Parsippany,
NJ 07054
(Address,
including zip code, of Principal Executive Offices)
(855)
776-6419
Registrant’s
telephone number, including area code:
Not
Applicable
(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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[ ]
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
[ ]
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers
On March 7, 2017, the board of directors
(the “Board”) of Interpace Diagnostics Group, Inc. (the “Company”) approved the appointment of Thomas
Freeburg, age 50, as chief accounting officer (and principal accounting officer) of the Company. There is no arrangement or
understanding between Mr. Freeburg and any other person pursuant to which he was selected to serve in any Company office. Mr.
Freeburg has no family relationship with any director or executive officer or person nominated or chosen by the Company to become
a director or executive officer of the Company. Since the beginning of 2017, there has not been any transaction, or series of
similar transactions, and there is not currently any proposed transaction, or series of similar transactions, to which the Company
or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000, in which Mr. Freeburg had or
will have a direct or indirect material interest. Mr. Freeburg has served as corporate controller for the Company from
October 2017 until the present, was an independent consultant from 2015 to September 2017, and from 2009 to 2014 was employed
at Tapestry, Inc. (formerly Coach, Inc.) as Director of SEC Reporting and Accounting Policies.
Mr.
Freeburg is entitled to receive an annual base salary of $165,000 paid in accordance with the Company’s payroll practices.
Mr. Freeburg is also eligible to receive an annual performance bonus, depending upon his performance and the Company’s profitability.
Mr. Freeburg’s target bonus is up to 25% of his annual base salary. Mr. Freeburg is also eligible to participate in an annual
stock based incentive plan under which he may be awarded restricted stock options and restricted stock grants at the end of each
year, subject to certain performance goals. Mr. Freeburg is also eligible to participate in any benefit plans that may be offered
from time to time by the Company to its employees generally and in the Company’s 401(k) plan, in each case subject to his
satisfaction of the applicable eligibility provisions.
In
addition, on March 7, 2017 the Board approved the employment agreement (the “Employment Agreement”) of James
Early, the Company’s chief financial officer, corporate secretary and treasurer. Mr. Early is entitled to receive an annual
base salary of $250,000 paid in accordance with the Company’s payroll practices. Such base salary is subject to adjustment
on an annual basis by the Company’s chief executive officer, in consultation with the Board’s compensation committee.
Mr. Early is also eligible to receive an annual performance bonus, subject to the attainment of annual performance goals as set
and determined by the Company’s chief executive officer, in consultation with the Board’s compensation committee.
Mr. Early’s target bonus is up to 30% of his annual base salary. Mr. Early is also eligible to participate in an annual
stock based incentive plan under which he may be awarded restricted stock options and restricted stock grants at the end of each
year, subject to certain performance goals. Mr. Early is also eligible to participate in any benefit plans that may be offered
from time to time by the Company to its senior management.
Mr.
Early is an at-will employee of the Company. However, in the event that Mr. Early is terminated by the Company for any reason
other than death, total disability or cause, or if Mr. Early resigns for good reason, Mr. Early is entitled to (i) payment of
six months of his then current base salary and (ii) six months continuation of his health benefits.
Further,
on March 7, 2017, in connection with the Company’s Amended and Restated 2004 Stock Award and Incentive Plan, the
Board’s compensation committee awarded stock options and restricted stock grants for the Company’s chief executive
officer, chief financial officer and chief commercial officer. The options and stock grants both vest in equal installments annually
over a three year period and the stock options have an exercise price of $1.01. The amounts are detailed below:
Name
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Title
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Number of Stock Options
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Number of Restricted Stock Grants
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Jack Stover
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Chief Executive Officer
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224,000
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56,000
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James Early
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Chief Financial Officer
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56,000
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14,000
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Gregory Richard
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Chief Commercial Officer
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112,000
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28,000
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SIGNATURE
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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Interpace
Diagnostics Group, Inc.
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/s/
Jack E. Stover
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Jack
E. Stover
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President
and Chief Executive Officer
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Date:
March 13, 2018
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