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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): AUGUST 1, 2005
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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.)
13000 DEERFIELD PARKWAY, SUITE 300, ALPHARETTA, GEORGIA 30004
(Address of principal executive office) (zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (678) 896-4400
(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 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As described in Item 5.02 below, Microtek Medical Holdings, Inc.
("Company") hired Mark J. Alvarez as the Chief Operating Officer of the
Company effective August 1, 2005. In connection with the foregoing, the
Company and Mr. Alvarez entered into an Employment Agreement effective as
of August 1, 2005. The Employment Agreement has a term of 38 months,
specifies a minimum annual base salary of $225,000, and contains
restrictive covenants including covenants relating to the protection of
confidential information and restricting competition against the Company.
Mr. Alvarez was also granted a one time signing bonus of $10,000. Mr.
Alvarez is also eligible for a bonus up to 50% of his annual base salary
subject to the terms and conditions of the Annual Executive Performance
Bonus Plan. The Employment Agreement is terminable by the Company or the
employee with or without cause. In the event of the termination of the
Employment Agreement by the Company without cause (as the term "cause" is
defined in the Employment Agreement), Mr. Alvarez is generally entitled to
severance equal to one year's salary and the Company will maintain in full
force and effect at the Company's expense for the continued benefit of the
employee and his dependents until the first anniversary of the date of such
termination of employment (or, if earlier, upon the commencement date of
equivalent benefits from a new employer) the Company's health and dental
insurance benefits. In the event of any termination of the employee's
employment within six months following a change of control (as defined) of
the Company, other than a termination of employment as a result of death or
disability or cause, the employee is entitled to the same benefits as
payable in the event of a termination of employment by the Company without
cause.
The Company issued a press release publicly announcing the appointment of
Mark J. Alvarez as the Company's Chief Operating Officer on the same day
the Company filed this Current Report.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Mark J. Alvarez was appointed Chief Operating Officer of the Company
effective August 1, 2005. Prior to joining the Company and since 2002, Mr.
Alvarez served as the President of Recall North America, a document
management solutions company with 2,000 employees across 150 facilities in
the U.S., Canada and Mexico. Prior to joining Recall North America, Mr.
Alvarez served in progressively more senior positions with General Electric
Company from 1983 to 2002, initially with GE Medical Systems and thereafter
in more senior leadership positions within General Electric's Corporate
Marketing and Sales group across all of the industrial and capital
businesses of General Electric Company. Mr. Alvarez earned his B.A. from
the University of Louisville and his M.B.A. from Illinois State University.
A description of the Company's Employment Agreement with Mr. Alvarez is
contained in Item 1.01 above.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit Number Description
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10.1 Employment Agreement effective as of August 1,
2005 with Mark Alvarez
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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: August 4, 2005 By: /s/ Dan R. Lee
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Dan R. Lee
Chairman, President and Chief
Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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10.1 Employment Agreement effective as of August 1,
2005 with Mark Alvarez
5