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: February 25, 2005
Sharps Compliance Corp.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-22390 74-2657168
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
9350 Kirby Drive, Suite 300, Houston, Texas 77054
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 432-0300
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(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 Definitive Agreement.
Employment Agreement with Mark L. Iske
On February 25, 2005, the Company entered into an employment agreement with
its newly appointed Senior Vice President of Operations, Mark L. Iske. The
agreement provides for a bi-weekly salary of $4,615.38 as well as customary
benefits, including participation in any Board of Director approved bonus
programs and paid group health insurance benefits. The agreement expires one
year from its effective date, subject to automatic annual extensions, unless the
Company notifies employee of its intent to terminate the employment agreement at
least thirty (30) days prior to the anniversary date. The employment agreement
further provides that if the Company terminates the employment without cause
during the term, Mr. Iske would be entitled to six month's salary, plus a
pro-rata portion of any earned bonus. Additionally, Mr. Iske would be entitled
to continuation of benefits until the earlier of the end of the severance period
or employment with another organization. Pursuant to the terms of the agreement,
Mr. Iske is prohibited from competing with the Company during the term of his
employment and for a period of six (6) months following termination of
employment. Mr. Iske is also subject to certain non-disclosure and
confidentiality provisions during the above noted period.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Appointment of Principal Officer - Mark L. Iske
On February 25, 2005, the Company appointed Mark L. Iske as its Senior Vice
President of Operations. The Company entered into an employment agreement with
Mr. Iske as described in this Form 8-K under Item 1.01 above.
As Senior Vice President of Operations, Mr. Iske is responsible for the
oversight of the Company's operations functions including materials management,
manufacturing, distribution, customer service, new product development and
design and the Company's incineration facility.
Mr. Iske was most recently Vice President of International Operations of
Lukens Medical Corp. from 1989 until 1995 when he was promoted to Senior Vice
President of Operations. Subsequent to Lukens Medical Corp., Mr. Iske was Vice
President of Operations of Futura Medical Corp. until 2002. Mr. Iske was Vice
Present of Operations of the Company from December 2002 until his promotion to
Senior Vice President Operations on February 25, 2005.
Mr. Iske holds a BBA from the Anderson School of Management of the
University of New Mexico.
Item 9.01 Financial Statements and Exhibits
The following exhibit is filed as part of this Current Report:
Exhibit 10.1 - Employment Agreement, dated February 25, 2005, with Mark L. Iske
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this current report to be signed on its behalf by the
undersigned hereunto duly authorized.
SHARPS COMPLIANCE CORP.
DATE: February 25, 2005 By: /s/ DAVID P. TUSA
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Name: David P. Tusa
Title: Senior Vice President and
Chief Financial Officer
Exhibit Index
Exhibit No. Description
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Exhibit 10.1 Employment Agreement, dated February 25, 2005,
with Mark L. Iske