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 (Date of earliest event reported): January 28, 2011
STREAMLINE HEALTH SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
0-28132
|
|
No. 31-1455414 |
| |
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
10200 Alliance Road, Suite 200,
Cincinnati, Ohio
|
|
45242-4716 |
| |
|
|
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (513) 794-7100
N/A
(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:
| 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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2011, Streamline Health Solutions, Inc. (“Streamline” or the “Company”) announced
that Robert E. Watson, 53, has been appointed President and Chief Executive Officer, and elected as
a director, of the Company, effective February 1, 2011. Mr. Watson has been involved in the
healthcare information technology industry for more than 25 years. Since December 2, 2010, Mr.
Watson served as a Strategic Advisor to BC Ziegler and Co., an investment bank. Between May 2007
and August 2010, Mr. Watson served as President and Chief Executive Officer of DocuSys, Inc., a
leading provider of anesthesia information systems. Prior to that time, from December 2006 until
May 2007, Mr. Watson was Executive Vice President of Business Development of Concuity, Inc., a
healthcare division of software development company Trintech, Inc. From September 2001 until
December 2006, Mr. Watson served as President and Chief Executive Officer at Concuity Inc., a
healthcare technology company that was acquired by Trintech, Inc. in December 2006.
In connection with Mr. Watson’s appointment as President and Chief Executive Officer, Streamline
and Mr. Watson entered into a two-year Employment Agreement dated January 31, 2011. Pursuant to
this agreement, Mr. Watson will receive a sign-on bonus of $65,000, an annual salary of $250,000,
the opportunity to purchase 50,000 newly issued shares of common stock of the Company for $500
(i.e., their par value) and will be eligible for a 2011 initial target bonus payment of $150,000.
Pursuant to the agreement, Mr. Watson also received two stock option grants on January 31, 2011.
The first grant was for 250,000 shares of common stock of the Company, with an exercise price of
$2.00 per share. This option will vest in thirty-six monthly installments during the first three
years of Mr. Watson’s employment. The Company also granted Mr. Watson 150,000 shares of Streamline
common stock, with an exercise price of $3.00 per share. This option will vest in five equal
annual installments on each of the first five anniversaries of the date of the grant. The share
and option awards described above are inducement grants, pursuant to Nasdaq Marketplace Rule
5635(c)(4). The Employment Agreement also provides for customary restrictive covenants, including
covenants prohibiting Mr. Watson from disclosing certain confidential information of the Company,
competing with Streamline or soliciting customers or employees of Streamline.
A copy of the Employment Agreement is filed as an exhibit to this Current Report on Form 8-K and
is incorporated herein by reference. The summary of the material terms of the Employment Agreement
set forth above is qualified in its entirety by reference to such exhibit.
J. Brian Patsy has retired from his positions as President and Chief Executive Officer of the
Company at the request of the Company’s Board of Directors and resigned as a director of the
Company effective January 31, 2011. In connection with Mr. Patsy’s separation, the Company and Mr.
Patsy entered into a Separation Agreement under which Mr. Patsy may serve as a consultant of the
Company until April 30, 2011. Mr. Patsy will be compensated at a gross rate of $1,500 for each day
that the Company engages Mr. Patsy’s consulting services, up to 5 days per month. The Separation
Agreement also provides for customary restrictive covenants, including covenants prohibiting Mr.
Patsy from competing with Streamline or soliciting customers or employees of Streamline. Pursuant
to the terms of the Separation Agreement, Mr. Patsy will be paid approximately $300,000 in
connection with his separation from Streamline. In addition, the agreement provided for the
acceleration of the vesting of 25,811 options and restricted stock held by Mr. Patsy.
A copy of the Separation Agreement is filed as an exhibit to this Current Report on Form 8-K and
is incorporated herein by reference. The summary of the material terms of the Separation Agreement
set forth above is qualified in its entirety by reference to such exhibit.
2