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: April 5, 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):
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))
TABLE OF CONTENTS
Section 1
— Company’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On April 5, 2006, OrthoLogic Corp. (the “Company”) entered into a separation agreement and
release with Dr. James M. Pusey, the Company’s Chief Executive Officer (the “Separation Agreement”)
in connection with Dr. Pusey’s resignation. Under the terms of the Separation Agreement, the
Employment Agreement dated March 3, 2005, by and between the Company and Dr. Pusey (the “Pusey
Employment Agreement”) was terminated effective April 5, 2006 and Dr. Pusey will receive severance
benefits of $100,000, to be paid in six equal monthly installments, and continued medical benefits
for up to six months. The Separation Agreement is filed with this Form 8-K as Exhibit 10.1 and is
incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On April 5, 2006, the Company entered into the Separation Agreement described in Item 1.01 of
this Form 8-K, pursuant to which the Pusey Employment Agreement was terminated effective April 5,
2006 in connection with Dr. Pusey’s resignation. Dr. Pusey’s Employment Agreement was filed as
Exhibit 10.1 to Form 8-K filed March 3, 2005.
Section 5
— Corporate Governance and Management
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
(a)(b) On April 5, 2006, Dr. James M. Pusey resigned as Chief Executive Officer and as a
director of the Company. Dr. Pusey was a Class I Director of the Company and his term was to
expire at the 2007 Annual Meeting.
(c) Effective
April 5, 2006, the Company appointed John M. Holliman, III to serve as Executive
Chairman and principal executive officer and Randolph C. Steer, MD, Ph.D. to serve as President of
the Company.
John M. Holliman, III, 52, has been a general partner of entities, which are the general
partners of Valley Ventures, LP (formerly known as Arizona Growth Partners, LP), Valley Ventures
II, LP and Valley Ventures III, LP, all of which are venture capital funds, since February 1993.
Valley Ventures invests primarily in life science companies and Mr.
Holliman also is an active board member of several privately held
life science companies. From 1985 to 1993, he was the Managing Director and Senior Managing Director of Valley Ventures’
predecessor, Valley National Investors, Inc., a venture capital subsidiary of The Valley National
Bank of Arizona. Mr. Holliman has served as a director of the Company since 1987 and as Chairman
of the Board since 1997.
Randolph C. Steer, MD, Ph.D., 56, has been an independent pharmaceutical, biotechnology and
medical devices consultant since 1989, and has provided consulting services to the Company since
2002. Dr. Steer has served as Associate Director of Medical Affairs at Marion Laboratories;
Medical Director at Ciba Consumer Pharmaceuticals (Ciba-Geigy Corporation); Vice President, Senior
Vice President and Member of Executive Committee at Physicians World Communications Group;
Chairman, President and Chief Executive Officer of
Advanced Therapeutics Communications International, a global drug regulatory group; and Chairman
and Chief Executive Officer of Vicus.com, Inc.
The compensation arrangements for Messrs. Holliman and Steer have not yet been established.
Initially, Mr. Steer will be compensated at the rate provided in his consulting agreement with the
Company, which is $250.00 per hour.
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure
On
April 6, 2006, the Company issued a press release announcing the resignation of Dr. James
M. Pusey as President and Chief Executive Officer and naming John M. Holliman, III as Executive
Chairman and Randolph C. Steer, MD, Ph.D. as President of the Company. A copy of this press
release is attached to this Form 8-K as Exhibit 99.1.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. |
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Description |
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10.1
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Separation Agreement and Release dated April 5, 2006, by and between the Company and James M.
Pusey |
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99.1
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Press release dated April 6, 2006 |