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
September 1,
2010
(Date of
earliest event reported)
IVAX Diagnostics,
Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-14798
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11-3500746
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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2140
North Miami Avenue
Miami, Florida
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33127
(Zip
Code)
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(Address
of principal executive offices)
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(305)
324-2300
(Registrant’s
telephone number, including area code)
Not
Applicable
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.01 Changes in Control of Registrant.
On September 1, 2010, ERBA Diagnostics
Mannheim GmbH purchased from Patrice Debregeas, Paul Kennedy, Umbria LLC, a
company wholly-owned by Mr. Kennedy, and Debregeas & Associes Pharma SAS, a
company wholly-owned by Patrice Debregeas and members of his family (the
“Sellers”), all of the approximately 72% of the outstanding shares of IVAX
Diagnostics, Inc. (the “Company”), owned by the Sellers for $0.75 per share, or
an aggregate purchase price of approximately $15 million (such transaction is
referred to herein as the “Share Acquisition”). ERBA Diagnostics Mannheim,
headquartered in Mannheim, Germany, used cash on hand to fund the purchase
price.
As a
result of the Share Acquisition, ERBA Diagnostics Mannheim now owns
approximately 72% of the outstanding shares of the Company’s common
stock. As a result of the Share Acquisition, however, ERBA
Diagnostics Mannheim’s collective ownership of approximately 72% of the
outstanding shares of the Company’s common stock provides it with the voting
power to control the election of the Company’s directors and any other matter
requiring the affirmative vote or consent of the Company’s
stockholders.
The
information contained in Item 5.02 below is incorporated herein by
reference.
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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.
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On September 1, 2010, Patrice
Debregeas, Paul Kennedy and Lawrence Meyer resigned from the Company’s Board of
Directors.
On September 1, 2010, Suresh Vazirani,
Kishore “Kris” Dudani and Philippe Gadal were appointed to the Company’s Board
of Directors, effective immediately. Messrs. Vazirani, Dudani and
Gadal filled the vacancies on the Company’s Board of Directors created by the
resignations of Messrs. Debregeas, Kennedy and Meyer. Mr.
Vazirani was named the executive Chairman of the Company’s Board of
Directors and appointed to the Compensation Committee of the Company’s Board of
Directors. Mr. Gadal was appointed to the Audit Committee and
the Compensation Committee of the Company’s Board of Directors. Mr.
Vazirani is the Chief Executive Officer of ERBA Diagnostics
Mannheim. Mr. Dudani is the Marketing and Business Development
Representative – South, Central and Latin America, of ERBA Diagnostics
Mannheim. Mr. Gadal is the Chief Executive Officer of AES Chemunex,
Inc. and had previously been the Chief Executive Officer of Trinity BioTech,
Inc.
On September 1, 2010, Jerry Benjamin
and Laurent Le Portz provided written notice to the Company of their intention
to resign from the Company’s Board of Directors, effective on the tenth day
after the Company files with the Securities and Exchange Commission, and
transmits to the Company’s stockholders of record, an Information Statement
pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended,
and Rule 14f-1 promulgated thereunder (the “Information Statement”), within
which an individual will be identified to be appointed to fill one of the
vacancies on the Company’s Board of Directors that will be created by the
resignations of Messrs. Benjamin and Le Portz. The Company expects to
file and transmit the Information Statement by the end of September
2010.
On
September 1, 2010, Charles Struby provided written notice to the Company of his
intention to resign as the Company’s Chief Executive Officer and President,
effective September 3, 2010.
On August 31, 2010, the employment
agreement of Kevin Clark, the Company’s Chief Operating Officer, was amended to
waive Mr. Clark’s right to terminate his employment for “good reason” in
connection with the Share Acquisition and to receive any severance compensation
in connection therewith.
On
September 1, 2010, the Company’s Board of Directors approved Mr. Clark’s
appointment to serve as the Company’s Chief Executive Officer and President,
effective upon Dr. Struby’s resignation from such positions on September 3,
2010. Mr. Clark will also continue to serve as the Company’s Chief
Operating Officer. It is expected that Mr. Clark’s employment
agreement will be amended to reflect his new positions with the Company without
any other alterations to the terms and conditions, including the compensation
terms, of his employment.
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.
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IVAX
Diagnostics, Inc.
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Dated: September
1, 2010
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By:
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/s/ Charles Struby | |
| Charles Struby | |||
| President and Chief Executive Officer | |||