UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 27, 2005
(Exact name of registrant as specified in its charter)
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| Delaware
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000-21214
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86-0585310 |
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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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| 1275 West Washington Street, Tempe, Arizona
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85281 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code:
(602) 286-5520
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):
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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)) |
TABLE OF CONTENTS
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2005, OrthoLogic Corp. (the “Company”) entered into a termination and
severance agreement with Thomas R. Trotter, the Company’s former Chief Executive Officer (the
“Termination and Severance Agreement”), pursuant to which the Second Amended and Restated
Employment Agreement, effective February 20, 2004, by and between the Company and Mr. Trotter (the
“Trotter Employment Agreement”) is to be terminated. The Termination and Severance Agreement is
filed with this Current Report on Form 8-K (this “Form 8-K”) as Exhibit 10.1 and is incorporated
herein by reference. Under the Termination and Severance Agreement, the termination of the Trotter
Employment Agreement shall be effective on January 1, 2006, and in exchange for the termination,
Mr. Trotter will receive annual severance in the amount of $350,000, pro rated from January 1, 2006
until March 15, 2006, and annual severance in the amount of $330,000 from March 16, 2006 until
March 15, 2007. Mr. Trotter’s severance, which is payable at the times and in the manner dictated
by the Company’s standard payroll policies, is equal to the amounts Mr. Trotter otherwise would
have received for the applicable time periods had the Trotter Employment Agreement remained in
effect.
Item 1.02 Termination of a Material Definitive Agreement.
On December 27, 2005, the Company entered into the Termination and Severance Agreement
described in Item 1.01 of this Form 8-K, pursuant to which the Trotter Employment Agreement is to
be terminated, effective January 1, 2006. Under the Trotter Employment Agreement, Mr. Trotter
received a base salary of $350,000 and was eligible to participate in the Company’s incentive bonus
program. Mr. Trotter also had the right, under the agreement, to elect to begin a three-year
transition leading to the termination of his employment with the Company (the “Election”). The
Trotter Employment Agreement provided that, during this three-year transition period following the
date of the Election (the “Election Period”), Mr. Trotter would be entitled to continue receiving
salary at declining base salary rates and continued access to benefits. He exercised the Election
on March 15, 2005, upon the commencement of the employment of Dr. James M. Pusey as the Company’s
Chief Executive Officer. The Termination and Severance Agreement, which terminates the rights,
duties and obligations of the Company and Mr. Trotter under the Trotter Employment Agreement
(except for obligations relating to confidentiality, which survive), was entered into because the
parties wish to terminate Mr. Trotter’s remaining employment duties to the Company prior to the
expiration of the Election Period.