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EX-10.1 - EXHIBIT 10.1 - ERBA Diagnostics, Inc.v381006_ex10-1.htm

 

 

 

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

 

June 6, 2014

(Date of earliest event reported)

 

ERBA Diagnostics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   1-14798   11-3500746

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(IRS Employer Identification No.)

 

         

14100 NW 57th Court

              Miami Lakes, Florida            

     

33014

(Address of principal executive offices)      

(Zip Code)

 

(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):

 

¨ 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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 6, 2014, ERBA Diagnostics, Inc. (the “Company”) and Prakash Patel entered into that certain Employment Agreement (the “Employment Agreement”), effective as of June 1, 2014 (the “Effective Date”), setting forth the terms and conditions upon which Mr. Patel shall serve as Controller of the Company. Mr. Patel, age 45, has served as Assistant Controller of the Company since June 3, 2013, and as the Principal Financial Officer and Principal Accounting Officer of the Company since June 30, 2013. As of the Effective Date and pursuant to the terms of the Employment Agreement, Mr. Patel shall have the customary responsibilities and authority of the Controller position and shall perform such duties consistent with the responsibilities of such position as may be determined and assigned to him by the Chief Executive Officer of the Company, the Chief Financial Officer of the Company, the Executive Chairman of the Company’s Board of Directors (the “Board”) and the Audit Committee of the Board (the “Audit Committee”). There is no fixed term for the Employment Agreement and Mr. Patel’s employment as Controller of the Company is “at-will.”

 

The Company has agreed to pay Mr. Patel an aggregate base salary of $105,000 per annum (the “Base Salary”), paid in accordance with the Company’s customary payroll practices. In addition to the Base Salary, Mr. Patel shall also be eligible to receive an annual cash bonus of up to fifteen percent (15%) of the Base Salary (the “Annual Bonus”) upon the achievement of Company-wide financial performance targets and personal performance goals as jointly determined by the Chief Executive Officer of the Company and the Executive Chairman of the Board. The Company has agreed to grant to Mr. Patel, on the date of mutual execution of the Employment Agreement (the “Grant Date”), a nonqualified stock option under the Company’s 2009 Equity Incentive Plan to purchase 10,000 shares of the Company’s common stock, at an exercise price per share equal to $1.63, the closing price of a share of the Company’s common stock on the NYSE MKT on the Grant Date, which options shall fully vest on May 31, 2017, and which options shall expire on May 31, 2024. Mr. Patel shall be entitled to paid vacation, holidays, and sick leave benefits in accordance with the Company’s policies.

 

Pursuant to the Employment Agreement, the Company has the right to terminate the Employment Agreement, and Mr. Patel’s employment thereunder, for any reason or for no reason, including, without limitation, without Cause (as defined in the Employment Agreement), by providing Mr. Patel with at least sixty (60) days prior written notice. The Company also has the right to terminate the Employment Agreement, and Mr. Patel’s employment thereunder, for Cause.

 

The foregoing description of the Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01 in its entirety.

 

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(c) The information included in, or incorporated into, Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02 in its entirety.

 

Item 9.01       Financial Statements and Exhibits.

 

(d)    Exhibit 10.1 – Employment Agreement dated June 6, 2014.

 

 
 

 

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.

 

  ERBA Diagnostics, Inc.
     
Dated: June 9, 2014 By: /s/ Mohan Gopalkrishnan
    Mohan Gopalkrishnan,
    Chief Executive Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit   Description
     
10.1   Employment Agreement dated June 6, 2014.