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 (Date of earliest event reported)
July
16, 2010
NEOGENOMICS,
INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-72097
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74-2897368
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(State
or other jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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incorporation)
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Identification
No.)
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12701 Commonwealth Drive, Suite 9, Fort Myers,
Florida
(Address
of principal executive offices)
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33913
(Zip
Code)
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(239)
768-0600
(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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors;Appointment of
Certain Officers; Compensatory Arrangements of
CertainOfficers.
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Effective
as of July 16, 2010, Marydawn Miller, age 49, has been appointed to the position
of Vice President of Information Technology of NeoGenomics, Inc. (the “Company”). Ms.
Miller served from September 2009 until March 2010 as Director of Information
Technology for Exiqon Diagnostics, a life science and diagnostics company, where
she was responsible for information technology, infrastructure,
telecommunications and capital project delivery. Ms. Miller provided
contract project management for Boston Scientific Corporation, a developer,
manufacturer and marketer of medical devices, from April 2009 to September
2009. From January 2005 to March 2009, she was the Regional IT
Director for Hospital Services, a business unit of Quest Diagnostics
Incorporated, a provider of diagnostic testing, information and
services. Ms. Miller served as the Senior Director, Information
Technology for Genzyme Genetics, a biotechnology company providing genetic
testing products and services, from January 2002 to January 2005. Ms.
Miller received a M.S. degree in Software Engineering from Penn State
University, a M.B.A., Finance from Villanova University and a B.S. degree in
Mechanical Engineering from Clarkson University.
NeoGenomics
Laboratories, Inc. (“NeoGenomics
Laboratories”), the Company’s wholly-owned subsidiary, and Ms. Miller are
parties to an offer letter dated June 16, 2010 (the “Offer Letter”) with
respect to Ms. Miller’s employment as Vice President of Information Technology.
The Offer Letter provides that Ms. Miller’s start date would be on July 16, 2010
and that her salary would be $140,000 per year. Beginning with the
fiscal year ending December 31, 2010, Ms. Miller is also eligible to receive an
incentive bonus payment which will be targeted at 20% of her base salary based
on 100% achievement of goals set forth by the President or CEO of NeoGenomics
Laboratories and approved by the Board of Directors for such fiscal
year. Ms. Miller is also entitled to participate in all medical and
other benefits that NeoGenomics Laboratories has established for its
employees. Ms. Miller will also be eligible for up to four (4) weeks
of paid time off per year.
The Offer
Letter also provides that Ms. Miller will be granted an option to purchase up to
40,000 shares of the Company’s common stock at an exercise price equivalent to
the closing price per share at which such stock was quoted on the NASDAQ
Bulletin Board on the date prior to Ms. Miller’s start date. The
option has a five year term, subject to continued employment, and 10,000 shares
of such option will vest on the first, second, third and fourth anniversaries of
employment.
The
Company and Ms. Miller entered into a Confidentiality, Non-Solicitation and
Non-Compete Agreement in connection with the Offer
Letter. NeoGenomics Laboratories and Ms. Miller also entered into a
Relocation Agreement in connection with the Offer Letter pursuant to which
NeoGenomics Laboratories agreed to reimburse Ms. Miller for up to $20,000 in the
aggregate for certain commuting, temporary housing and permanent relocation
expenses. Ms. Miller further agreed to return a portion of such
reimbursed relocation expenses to NeoGenomics Laboratories in the event she
resigns from his employment within the time period specified in such
agreement.
Item
9.01. Financial
Statements and Exhibits.
(a) Not
applicable
(b) Not
applicable
(c) Not
applicable
(d) Exhibits.
10.47 Offer
Letter between NeoGenomics Laboratories, Inc. and MarydawnMiller dated June 16,
2010
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.
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NEOGENOMICS,
INC.
By: /s/ Jerome J.
Dvonch
Jerome J.
Dvonch
Principal
Accounting Officer
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Exhibit
Index
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10.47
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Offer
Letter between NeoGenomics Laboratories, Inc. and Marydawn Miller dated
June 16, 2010
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