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: JULY 14, 1998
(Date of earliest event reported)
GENETIC LABORATORIES WOUND CARE, INC.
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(Exact name of registrant as specified in its charter)
MINNESOTA 0-16664 41-1604048
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(State or other jurisdiction of Commission (I.R.S. Employer
incorporation or organization) File No. Identification No.)
2726 PATTON ROAD
ST. PAUL, MN 55113-1136
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(Address of principal executive offices) (Zip Code)
(612) 633-0805
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(Registrant's telephone number, including area code)
Item 5. Other Events.
In May 1998, Genetic Laboratories Wound Care, Inc. (the "Company")
entered into employment agreements with Arthur A. Beisang, Chief Executive
Officer and director of the Company, H. James Thompson, President of the
Company, and Robert A. Ersek, Secretary and director of the Company. Each of the
agreements is for a term of three years. Each agreement provides for an annual
cost-of-living increase in the base salary. Additional compensation based on
pre-tax profits of the Company may be paid to executives determined by the Board
of Directors' Compensation Committee.
The agreements of Messrs. Beisang and Ersek provide that the executive may
terminate his employment upon the occurrence of any of the following events: (1)
A change in a majority ownership or control of which occurs as a result of a
merger, a sale of all or substantially all of the Company's assets; or the
acquisition of a majority of the Company's outstanding stock by a single party
or a group acting in concert; (2) Any attempted termination of such individual's
employment by the Company prior to the expiration or not in accordance with any
termination event as set forth in the agreement; or (3) Any material diminution
of, or any adverse change occurs in the terms or conditions of such individual's
employment duties, responsibilities or authority, except for any isolated,
unsubstantial, inadvertent matter not occurring in bad faith, which is remedied
by the Company within 30 days. In the event of such a termination by the
individual covered by the agreement, the Company shall immediately pay to such
individual (without discount or offset) a severance payment equal to the gross
base compensation otherwise payable to such individual over the remaining term
of the agreement.
Mr. Beisang, Dr. Ersek and Mr. Thompson are paid an annual base salary of
$70,600, $32,000 and $99,600, respectively. The agreements with Messrs. Beisang
and Ersek provide that each executive retains the right to new products or
patents which the executive develops and contain a covenant not to compete by
the executive during the employment period or for one year thereafter.
Item 7 (c). Exhibits.
10(a) Executive Agreement between Arthur A. Beisang and Genetic
Laboratories Wound Care, Inc. dated May 1, 1998
10(b) Executive Agreement between Robert A. Ersek and Genetic
Laboratories Wound Care, Inc. dated May 1, 1998
10(c) Executive Agreement between H. James Thompson and Genetic
Laboratories Wound Care, Inc. dated May 1, 1998
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.
Dated: July 14, 1998 Genetic Laboratories Wound Care, Inc.
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Registrant
By: /s/ Arthur A. Beisang
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Arthur A. Beisang
Chairman and
Chief Executive Officer