UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 8, 2004
LanVision Systems, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
0-28132 31-1455414
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
5481 Creek Road, Cincinnati, Ohio 45242-4001
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(513) 794-7100
- --------------------------------------------------------------------------------
(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 (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))
ITEM 1.01 - ENTRY INTO A MATERIAL AGREEMENT
ITEM 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02(b) AND (c) - DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On December 8, 2004, Eric S. Lombardo, a Director and Executive Vice
President of LanVision Systems, Inc., resigned from those positions and all
other positions held by him with various subsidiaries of the registrant.
LanVision Systems, Inc. also announced that William A. Geers, Vice President of
Product Development, has been elevated effective immediately to the post of
Chief Operating Officer of LanVision Systems, Inc. The registrant issued the
press release attached hereto as Exhibit 99.1 on December 9, 2004 announcing
these executive management changes
In connection with the resignation of Mr. Lombardo, the registrant and Mr.
Lombardo entered into the Agreement attached hereto as Exhibit 10.1. The
material terms of this Agreement provide that: Mr. Lombardo's resignation
constituted a mutual agreement of the parties to terminate his existing
employment agreement; Mr. Lombardo will be available through October 31, 2005 to
provide consulting services to the registrant, for which he will be paid the
aggregate amount of $200,000; the registrant granted Mr. Lombardo piggyback
registration rights through October 31, 2005 for up to 100,000 shares of
LanVision Systems, Inc. common stock owned by Mr. Lombardo upon certain events
in which the registrant would register common stock for sale to the public; and,
other than pursuant to a piggyback registration, Mr. Lombardo agreed not to sell
any of his shares of LanVision Systems, Inc. common stock through April 30, 2005
and to limit any sale of shares to no more than 30,000 shares from May 1, 2005
through October 31, 2005. The Agreement also provides that Mr. Lombardo's
existing employment agreement is cancelled as of December 8, 2004 other than for
those provisions which by their terms continue beyond the termination date of
the agreement.
Mr. Geers, age 51, assumed the position of Chief Operating Officer of the
registrant on December 8, 2004. Prior to being named to this position, Mr. Geers
served as Vice President of Product Development and Consulting Services of
LanVision Systems, Inc. since February 2000. Prior thereto, he was Senior
Director, Indirect Operations, Sales and Marketing since September 1996. Mr.
Geers has no family relationship with any other executive officer or director of
the registrant.
On December 8, 2004, Mr. Geers entered into an amendment to his employment
agreement with LanVision Systems, Inc., which employment agreement and amendment
are attached hereto as Exhibits 10.2 and 10.3, respectively. Under the terms of
the amended agreement, Mr. Geers will receive a $15,000 bonus immediately upon
assuming his new responsibilities and to increase his salary to $190,000 during
the period February 1, 2005 compensated through January 31, 2006, and will be
eligible to participate in the executive bonus plan and stock option plan, which
are administered by the Compensation Committee of the Board of Directors. Mr.
Geers will be eligible to participate in all other employee fringe benefit plans
to the same extent and at the same levels as other officers. The agreement
contains customary provisions relating to confidential information, change of
control and non-competition. The agreement will automatically renew on an annual
basis unless LanVision notifies Mr. Geers at least 90 days prior to the
applicable renewal date of the then current term of the agreement that the
agreement will not be renewed.
2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit Description
- ------- --------------------------------------------------------
10.1 Agreement dated December 8, 2004 among Eric S. Lombardo,
LanVision Systems, Inc. and LanVision, Inc.*
10.2 Employment Agreement dated February 1, 2004 among
William A.Geers, LanVision Systems, Inc. and LanVision,
Inc.*
10.3 Amendment No. 1 dated December 8, 2004 to Employment
Agreement among William A. Geers, LanVision Systems, Inc.
and LanVision, Inc.*
99.1 Press release dated December 9, 2004.
* Denotes management contract.
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.
LANVISION SYSTEMS, INC.
By: /s/ Paul W. Bridge, Jr.
-----------------------
Paul W. Bridge, Jr.
Chief Financial Officer
Date: December 9, 2004
3