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): January 31, 2014 (January 6, 2014)
GUIDED THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | 0-22179 | 58-2029543 |
| (State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) |
| Incorporation) | | |
Registrant’s telephone number, including area code:(770) 242-8723
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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
On January 7, 2014, Guided Therapeutics, Inc. announced the appointment of Gene Cartwright, 59, as Chief Executive Officer of the Company, effective January 6, 2014. He was named to the board of directors effective January 30, 2014. Pursuant to an employment agreement dated January 6, 2014 with the Company, Mr. Cartwright will receive a salary of $300,000 per year in addition to usual and customary Company benefits. The agreement provides for a one-year term with automatic renewals for successive one-year terms. Mr. Cartwright was also awarded 2,000,000 shares of restricted stock pursuant to the Company’s Equity Plan. Five-Hundred Thousand shares will vest when the Company’s Common Stock closes above $1.50 for 30 consecutive trading days and 500,000 shares will vest upon the one year anniversary of that date. Five-Hundred Thousand shares will vest when the Company’s Common Stock closes above $2.50 for 30 consecutive trading days and 500,000 shares will vest upon the one year anniversary of that date. The vesting of shares is subject to continued employment on each vesting date. He also will be eligible to receive an annual cash incentive bonus of up to $150,000. The agreement provides for a one-year severance (base salary and health benefits) payable upon termination without cause or resignation for good reason, or the Company's failure to renew the employment term, as well as customary restrictive covenants in favor of the Company.
Mr. Cartwright brings over 30 years of experience working in the IVD diagnostics industry. He joins the Company from Omnyx, LLC, a joint venture between GE Healthcare and the University of Pittsburgh Medical Center, where, as CEO for over four years he founded and managed the successful development of products for the field of Digital Pathology. Prior to his work with Omnyx, LLC, he was President of Molecular Diagnostics for GE Healthcare. Prior to GE, he was Divisional Vice President/General Manager for Abbott Diagnostics' Molecular Diagnostics business. In his 24 year career at Abbott, he also served as Divisional Vice President for U.S. Marketing for five years.
Mr. Cartwright replaces Mark L. Faupel who was named Chief Scientific Officer of the Company.
On October 15, 2013, Michael James, 55, was elected Chairman of the Board of Directors of the Company. He replaced Ron W. Allen, who is retiring from the board January 31, 2014.
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.
| | GUIDED THERAPEUTICS, INC. |
| | |
| | /s/ Gene Cartwright |
| | By:Gene Cartwright |
| | Chief Executive Officer |
| | |
| Date: January 31, 2014 | |
