UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): 01/09/2006
A.D.A.M., Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-26962
Georgia | | 58-1878070 |
(State or other jurisdiction of | | (IRS Employer |
incorporation) | | Identification No.) |
1600 Riveredge Parkway, Suite 800, Atlanta, Georgia 30328
(Address of principal executive offices, including zip code)
770-980-0888
(Registrant’s telephone number, including area code)
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Information to be included in the report
Item 1.01. Entry into a Material Definitive Agreement
EXPLANATORY NOTEA.D.A.M., Inc. (the "Company") is filing this Amendment No. 1 to its current Report on Form 8-K, dated January 9, 2006, to amend the one-time bonus amount paid to Mr. Cramer by the Company. The Company amends Item 1.01 of the Company's Current Report on Form 8-K, dated Janaury 9, 2006, to read in its entirety as set forth below.
Amendment to Employment Agreement of Robert S. Cramer, Jr.
On January 9, 2006, Robert S. Cramer, Jr. and A.D.A.M., Inc. (the "Company") entered into a Second Amendment (the "Second Amendment") to the Second Amended and Restated Employment Agreement dated May 10, 2005, as amended by an Amendment to the Second Amended and Restated Employment Agreement dated October 3, 2005 (as amended, the "Original Agreement"). Under the terms of the Second Amendment Mr. Cramer will no longer serve as Chief Executive Officer of the Company but shall continue to serve as the Company's Chairman. Mr. Cramer's annual base salary was reduced from $250,000 to $175,000.
On December 28, 2005, the Company paid Mr. Cramer a one-time bonus of $316,820, less applicable withholdings, in full satisfaction of the Company's obligation to pay Mr. Cramer additional Non-Discretionary Bonuses pursuant to Section 2.2 of the Original Agreement. Mr. Cramer remitted the net proceeds from this one-time bonus payment back to the Company in full satisfaction of Mr. Cramer's obligations for payment of principal and interest under a full-recourse promissory note with an original principal balance of approximately $341,000 made by Mr. Cramer in favor of the Company on May 30, 2001.
Amendment to Employment Agreement of Kevin S. Noland
On January 9, 2006, Kevin S. Noland and the Company entered into a Third Amendment (the "Third Amendment") to the Employment Agreement dated February 21, 2002, as amended by a First Amendment to Employment Agreement dated March 14, 2005 and further amended by a Second Amendment to Employment Agreement dated October 3, 2005 ( as amended, the "Employment Agreement"). Under the terms of the Third Amendment, the Noland will serve as the Chief Executive Officer of the Company, in addition to his position as President of the Company.
Signature(s)
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.
| | | | | | A.D.A.M., Inc. |
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| Date: January 23, 2006 | | | | By: | | /s/ Kevin S. Noland
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| | | | | | | | | Kevin S. Noland |
| | | | | | | | | President and Chief Executive Officer |
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