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 7, 2009
NEOGENOMICS, INC.
(Exact name of registrant as specified in its charter)
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| Nevada
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333-72097
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74-2897368 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 12701 Commonwealth Drive, Suite 9, Fort Myers, |
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33913 |
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| (Address of principal executive offices)
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(Zip Code) |
(239) 768-0600
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective as of December 7, 2009, Jack G. Spitz, age 54, has been appointed to the position of Vice
President of Laboratory Operations of NeoGenomics, Inc. (the “Company”). Mr. Spitz most
recently served as Executive Director of Operations for Dermpath Diagnostics, a division of Quest
Diagnostics, and formerly a division of Ameripath, Inc., where he was responsible for running
operations of five (5) dermatopathology laboratories across the Southeast United States. Prior to
joining Ameripath in 2006, Mr. Spitz was employed by Genova Diagnostics, an international esoteric
clinical laboratory, as Director of Laboratory Operations from 2000 to 2006. While at Genova
Diagnostics, in addition to operational responsibilities, Mr. Spitz was also involved in many R&D
projects, including ground up development of a genetic testing laboratory and he was responsible
for the transition of tests from R&D to operations. Mr. Spitz received a B.A. degree in Pharmacy
from the Medical University of South Carolina and a B.A. degree in Microbiology from the University
of South Florida.
NeoGenomics Laboratories, Inc. (“NeoGenomics Laboratories”), the Company’s wholly-owned
subsidiary, and Mr. Spitz are parties to an offer letter dated November 9, 2009 (the “Offer
Letter”) with respect to Mr. Spitz’s employment as Vice President of Laboratory Operations. The
Offer Letter provides that Mr. Spitz’s start date would be on or before December 7, 2009 and that
his salary would be $210,000 per year. Beginning with the fiscal year ending December 31, 2010,
Mr. Spitz is also eligible to receive an incentive bonus payment which will be targeted at 30% of
his base salary based on 100% achievement of goals set forth by the President or CEO of NeoGenomics
Laboratories and approved by the Board of Directors for such fiscal year. Mr. Spitz is also
entitled to participate in all medical and other benefits that NeoGenomics Laboratories has
established for its employees. Mr. Spitz will also be eligible for up to four (4) weeks of paid
time off per year.
The Offer Letter also provides that Mr. Spitz will be granted an option to purchase up to 150,000
shares of the Company’s common stock at an exercise price equivalent to the closing price per share
at which such stock was quoted on the NASDAQ Bulletin Board on the date prior to Mr. Spitz’s start
date. The option has a five year term, subject to continued employment, and 37,500 shares of such
option will vest on the first anniversary of employment and 3,125 options will vest each month
thereafter beginning on the 13th monthly anniversary of Mr. Spitz’s employment.
If NeoGenomics Laboratories terminates Mr. Spitz without “Cause” (as defined in the Offer Letter)
then the Company agreed to pay Mr. Spitz’s base salary and maintain his employee benefits for a six
(6) month period from the date of the termination notice.
The Company and Mr. Spitz entered into a Confidentiality, Non-Solicitation and Non-Compete
Agreement in connection with the Offer Letter. NeoGenomics Laboratories and Mr. Spitz also entered
into a Relocation Agreement in connection with the Offer Letter pursuant to which NeoGenomics
Laboratories agreed to reimburse Mr. Spitz for up to $35,000 in the aggregate for certain
commuting, temporary housing and permanent relocation expenses. Mr. Spitz further
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agreed to return a portion of such reimbursed relocation expenses to NeoGenomics Laboratories in
the event he resigns from his employment within the time period specified in such agreement.
A copy of the press release announcing the appointment of Mr. Spitz is attached hereto as Exhibit
99.1.
Item 9.01. Financial Statements and Exhibits.
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(a) |
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Not applicable |
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(b) |
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Not applicable |
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(c) |
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Not applicable |
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(d) |
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Exhibits. |
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99.1 |
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Press Release of NeoGenomics, Inc. dated December 15, 2009 |
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