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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 27, 2004
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MICROTEK MEDICAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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GEORGIA 0-24866 58-1746149
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
512 LEHMBERG ROAD, COLUMBUS, MISSISSIPPI 39702
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (662) 327-1863
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(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
|_| 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))
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ITEM 1.01 EMPLOYMENT AGREEMENT.
On October 27, 2004, the Company entered into an Employment Agreement with
Barbara J. Osborne, Ms. Osborne was appointed to be the Company's Executive Vice
President-Sales and Marketing effective August 11, 2004. Ms. Osborne's
Employment Agreement specifies a minimum salary and benefits payable during the
term of the Employment Agreement, and contains restrictive covenants including
covenants relating to the protection of confidential information and restricting
competition against the Company. The Employment Agreement is terminable by the
Company or the employee with or without cause. In the event of a termination of
the Employment Agreement by the Company without cause, the employee is entitled
to severance equal to the employee's base salary until the first anniversary of
the date of such termination of employment, any benefits or awards which
pursuant to the terms of any compensation plans have been earned or become
payable (including, without limitation, any portion of any bonus for which any
performance condition, other than continued employment, have been satisfied),
but which have not yet been paid, and continued welfare benefits (such as health
insurance) until the first anniversary of the date of such termination of
employment. In the event of any termination of Ms. Osborne's employment
following a change of control (as defined) of the Company, other than a
termination as a result of death or disability or cause, the Company is
obligated to pay the employee a lump sum payment in cash in an amount equal to
the employee's current base salary, any benefits or awards which pursuant to the
terms of any compensation plans have been earned or become payable (including
any portion of any award for which any performance conditions, other than
continued employment, have been satisfied), and the Company shall continue
welfare benefits (such as health insurance) until the first anniversary of the
date of such termination of employment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. N/A
(b) Pro Forma Financial Information. N/A
(c) Exhibits.
Exhibit Number Description
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10.1 Employment Agreement entered into on October 27,
2004 by and between the Company and Barbara J. Osborne
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICROTEK MEDICAL HOLDINGS, INC.
Date: November 1, 2004 By: /s/ Dan R. Lee
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Dan R. Lee, Chairman, President and
Chief Executive Officer
By: /s/ Roger G. Wilson
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Roger G. Wilson, Chief Financial
Officer
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Employment Agreement entered into on October 27, 2004
by and between the Company and Barbara J. Osborne
4