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
July 22, 2012
Date of Report (Date of earliest event reported)
___________________________________________________________
CADISTA HOLDINGS INC.
(Exact Name of Registrant as Specified in Charter)
___________________________________________________________
| State of Delaware | 000-54421 | 31-1259887 |
| (State of Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification Number) |
207 Kiley Drive
Salisbury, MD 21801
(Address of principal executive offices) (Zip Code)
(410) 912-3700
(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 (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 (17CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e- 4(c))
Item 5.02 Departure of Directors or Principal Officers, Election of Directors,
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)(f)
On July 22, 2012, our Board of Directors (i) increased the annual salary of Kamal Mandan, our Chief Financial Officer, to $200,657 retroactive to July 1, 2012 and (ii) increased the annual salary of Ward Barney, our Chief Operating Officer, to $217,739 retroactive to July 1, 2012.
In addition, on July 22, 2012, the Board also awarded $61,667 and $105,084 to Ward Barney, our Chief Operating Officer, and Kamal Mandan, our Chief Financial Officer, respectively, under our Fiscal 2012 Bonus Plan. The Board also awarded Mr. Delaney, our Chief Executive Officer, and Messrs. Barney and Mandan $12,500, $6,274 and $3,682, respectively, in appreciation of our significant revenue and income growth for our 2012 fiscal year compared to our 2011 fiscal year.
Summary Compensation Table
| Name and Principal Position | Year Ending March 31, | Base Salary ($) | Bonus ($) |
Non-Equity Incentive Plan Compensation ($) | Other ($)(1) |
Total ($) |
| Scott Delaney, CEO | 2012 | 297,293 | 12,500 | 217,500 | 33,255 | 560,548 |
| 2011 | 287,538 | 14,490 | 147,798 | 31,683 | 481,509 | |
| Ward Barney, Chief Operating Officer | 2012 | 209,226 | 6,274 | 105,084 | 17,931 | 338,515 |
| 2011 | 199,390 | 25,000 | 38,881 | 15,988 | 279,259 | |
| Kamal Mandan, Chief Financial Officer | 2012 | 184,649 | 3,682 | 61,667 | 13,521 | 263,519 |
| 2011 | 155,276 | - | 20,186 | 6,497 | 181,959 |
(1) Includes (i) $13,200, $12,000 and $2,882 in automobile allowance, (ii) $14,000, $0 and $0 in miscellaneous expenses usable for any purpose (personal or otherwise), and (iii) $4,483, $3,988 and $3,615 in 401(k) matching contributions, for Messrs. Delaney, Barney and Mandan, respectively for 2011. Includes (i) $13,200, $11,885 and 8,149 (including carryover of $2,149 from 2011) in automobile allowance, (ii) $14,000, $0 and $0 as a miscellaneous allowance usable for any purpose (personal or otherwise), and (iii) $6,055, $6,046 and $5,372 in 401(k) matching contributions for 2012, for Messrs. Delaney, Barney and Mandan, respectively.
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 thereunto duly authorized.
| CADISTA HOLDINGS INC. | ||
| By: | /s/ Kamal Mandan | |
| Kamal Mandan | ||
| Chief Financial Officer | ||
Date: July 25, 2012