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
Date of Report: January 1, 2006
(Date of earliest event reported)
ORTHOLOGIC CORP.
(Exact name of Company 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) |
Company’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 Company 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 – Company’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
OrthoLogic Corp. (the “Company”) from time to time issues stock options to its employees,
officers and directors pursuant to its 1997 Stock Option Plan, as amended (the “1997 Plan”). The
Company filed a copy of its 1997 Plan as Exhibit 4.3 to the Company’s Registration Statement on
Form S-8, filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2005.
The Company is filing with this Current Report on Form 8-K (this “Form 8-K”) the form of
Non-qualified Stock Option Grant Letter used by the Company in connection with non-qualified stock
option grants made under its 1997 Plan. From time to time, the Company may issue stock options
different from those in the form agreement filed herewith.
On January 1, 2006, the Company issued stock options to the following non-employee members of
its board of directors under its 1997 Plan as part of the annual compensation to the members of the
board of directors for their services to the Company:
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Option exercisable for |
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the following number of shares of |
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OrthoLogic Corp. common stock |
Fredric J. Feldman
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10,000 |
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John M. Holliman, III
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10,000 |
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Augustus A. White, III
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10,000 |
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Elwood D. Howse, Jr.
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10,000 |
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Michael D. Casey
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10,000 |
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The options were evidenced by Non-qualified Stock Option Grant Letters for non-employee
directors in the form attached hereto as Exhibit 10.1 and incorporated herein by reference. The
options have an exercise price equal to the closing price as reported on Nasdaq on the date the
option grants were issued and vest immediately. These options generally terminate upon the earlier
of: (i) 10 years after the date of grant; (ii) the date of termination if the director’s
termination is for cause (as determined by the board or a designated committee, at its sole
discretion); (iii) three years after the date the director ceases to serve on the board if the
director’s termination is for reasons of death, permanent disability or retirement; or (iv) two
years after the date the director ceases to serve on the board if the director’s termination is for
reasons other than death, permanent disability, retirement or cause. If, however, a director has
served as a director for five years at the time he or she ceases to serve in such capacity, his or
her options will be exercisable until the expiration date of such options.
On January 16, 2006, in connection with his commencement of employment as the Company’s Chief
Financial Officer, the Company granted to Les M. Taeger options to purchase 150,000 shares of the
Company’s common stock at an exercise price equal to $5.15, which was the closing price of the
Company’s common stock on the business day immediately preceding the date of grant, as reported by
the Nasdaq Stock Market. The grant is evidenced by a Letter of Incentive Option Grant for 150,000
shares (the “Grant Letter”), which provides for immediate vesting as to
3,125 of the shares covered thereby, and monthly vesting of the remainder in
equal amounts of 3,125 shares until the option is fully exercisable, subject to continued employment by Mr. Taeger. The Grant
Letter is filed with this Form 8-K as Exhibit 10.2 and is incorporated herein by reference.