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)
October
28, 2009
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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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 Certain
Officers.
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Effective
as of October 28, 2009, the Board of Directors of NeoGenomics, Inc. (the “Company”) has
appointed Douglas M. VanOort, age 53, to the position of Chief Executive
Officer. Mr. VanOort previously held the position of Executive
Chairman and Interim Chief Executive Officer of the Company from March 16, 2009
until October 28, 2009. Mr. VanOort also serves as the Chairman of
the Company’s Board of Directors. Since 2004, Mr. VanOort has served as a
General Partner and an Operating Partner of Summer Street Capital Partners, LLC,
a private equity firm. Since 2000, Mr. VanOort has also served as a
Founding Partner and General Partner of Conundrum Capital Partners, LLC, a
management advisory and investment firm. In addition, since 2000, Mr.
VanOort has served as the Chairman, Co-Founder and Co-Owner of Vision Ace
Hardware, LLC, a retail hardware chain. Mr. VanOort is a graduate of
Bentley College.
On
October 28, 2009, the Company entered into an Amended and Restated Employment
Agreement with Mr. VanOort (the “Employment
Agreement”) to employ Mr. VanOort in the capacity of Chief Executive
Officer. The Employment Agreement provides for an initial employment
term from March 16, 2009 through March 16, 2013, which initial term
automatically renews for one year periods. Mr. VanOort will receive a
salary of $325,000 per year. Mr. VanOort is also eligible to receive
an annual cash bonus based on the achievement of certain performance metrics
pursuant to the Company’s Management Incentive Plan. Mr. VanOort’s
target bonus under such plan is 60% of his base salary (the “Target Bonus”),
however, Mr. VanOort could be eligible to receive up to 150% of the Target Bonus
in the event that the Company’s and/or Mr. VanOort’s performance exceeds the
thresholds set for the Target Bonus. Mr. VanOort is also entitled to
participate in all of the Company’s employee benefit plans at the Company’s
expense and any other benefit programs established for officers of the Company.
The Employment Agreement provides that Mr. VanOort will render at least 75% of
his working time and attention to the Company.
Mr.
VanOort was previously granted an option pursuant to the terms of the Employment
Agreement to purchase 1,000,000 shares of the Company’s common stock under the
Company’s Amended and Restated Equity Incentive Plan (the “Amended
Plan”). The exercise price of such option is $0.80 per
share. 500,000 shares of common stock subject to the option will vest
according to the following schedule (i) 200,000 shares will vest on March 16,
2010 (provided that if Mr. VanOort’s employment is terminated by the Company
without “cause” then the pro rata portion of such 200,000 shares up until the
date of termination shall vest); (ii) 12,500 shares will vest each month
beginning on April 16, 2010 until March 16, 2011; (iii) 8,000 shares will vest
each month beginning on April 16, 2011 until March 16, 2012 and (iv) 4,500
shares will vest each month beginning on April 16, 2012 until March 16,
2013. 500,000 shares of common stock subject to the option will vest
based on the achievement of certain performance metrics by the
Company. Any unvested portion of the option described above shall
vest in the event of a change of control of the Company.
The
Company may terminate the Employment Agreement and discharge Mr. VanOort for
“Cause” (as defined in the Employment Agreement). If Mr. VanOort was
terminated for Cause, he would be entitled to receive his accrued and unpaid
salary, bonus and other benefits through the termination date.
The
Company may also terminate the Employment Agreement and discharge Mr. VanOort
without Cause. If the Company terminates Mr. VanOort without Cause
for any reason, then the Company agreed that (i) as severance it would continue
to pay Mr. VanOort’s base salary and benefits for twelve (12) months from the
date of the notice of termination and (ii) it would pay to Mr. VanOort at the
next such time that annual bonuses are paid by the Company to employees
generally, the pro rata portion of any bonus that would be due for the year in
which the termination occurs up to the date of written notice of
termination. In addition, the pro rata portion of any unvested
time-based options up until the date of notice of termination that are due to
vest in the year or month of termination would vest.
Mr.
VanOort may terminate his employment upon giving sixty (60) days written notice
to the Company. Upon such a termination, Mr. VanOort would be
entitled to any accrued but unpaid salary and other benefits up to and including
the date of termination and the pro rata portion of any unvested time-based
options up until the date of separation that are due to vest in the year or
month of separation would vest.
The
Employment Agreement may also be terminated upon the disability of Mr. VanOort
or Mr. VanOort’s death. In the event of a termination due to
disability or death, then the Company would be required to pay Mr. VanOort’s
accrued and unpaid base salary, bonus and other benefits through the termination
date. In addition, a pro rata portion of any unvested time-based
options upon the date of termination that were due to vest in the year or month
of Mr. VanOort’s termination would vest.
The
Company previously reported pursuant to the Company’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on March 20, 2009 that on
March 16, 2009, the Douglas M. VanOort Living Trust entered into a Subscription
Agreement (the “Subscription
Agreement”) pursuant to which the Douglas M. VanOort Living Trust
purchased 625,000 shares of the Company’s common stock at a purchase price of
$0.80 per share (the “Subscription
Shares”). The Subscription Shares are subject to a two year
lock-up that restricts the transfer of the Subscription Shares; provided,
however, that such lock-up shall expire in the event that the Company terminates
Mr. VanOort’s employment. The Subscription Agreement also provides
for certain piggyback registration rights with respect to the Subscription
Shares. On March 16, 2009, the Company and Mr. VanOort also entered
into a Warrant Agreement (the “Warrant Agreement”)
pursuant to which Mr. VanOort may purchase up to 625,000 shares of the Company’s
common stock (subject to vesting).
A copy of the press release announcing, among other things, Mr.
VanOort’s
appointment as Chief Executive Officer is attached hereto as Exhibit 99.1.
The
foregoing description of the Employment Agreement does not purport to be
complete and is qualified in its entirety by reference to the Employment
Agreement a copy of which is filed as an exhibit to this report.
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Item
9.01.
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Financial
Statements and Exhibits.
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10.1
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Amended
and Restated Employment Agreement dated October 28, 2009 between
NeoGenomics, Inc. and Douglas M. VanOort
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99.1
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Press
Release of NeoGenomics, Inc. dated October 29,
2009
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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.
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By:
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/s/Steven
C. Jones
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Steven
C. Jones
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Acting
Principal Financial Officer
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Exhibit
Index
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10.1
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Amended
and Restated Employment Agreement dated October 28, 2009 between
NeoGenomics, Inc. and Douglas M. VanOort
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99.1
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Press
Release of NeoGenomics, Inc. dated October 29,
2009
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