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):
September 23, 2014
MERIDIAN BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)

Ohio
0-14902
31-0888197
(State or other jurisdiction of incorporation)
(Commission File Number)
 
(IRS Employer Identification No.)

3471 River Hills Drive, Cincinnati, Ohio
45244
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code (513) 271-3700
(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 ( see General Instruction A.2. below):
¨  
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)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
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.
(e)      On September 23, 2014, Meridian Bioscience, Inc. ("Meridian" or the "Company") executed an amendment to John A. Kraeutler's Amended and Restated Employment Agreement ("Employment Agreement Amendment") which extends his employment as the Company's Chief Executive Officer to December 31, 2014. During this extension period, the Company and Mr. Kraeutler expect to negotiate a new employment agreement covering Mr. Kraeutler's added responsibilities as Chairman of the Board of Directors, which became effective September 15, 2014. Also on September 23, 2014, the Company and Mr. Kraeutler executed an amendment to Mr. Kraeutler's Supplemental Benefit Agreement ("Benefit Agreement Amendment"), which recognizes that as of September 30, 2014 certain additional benefits under this agreement have been earned. The summary of the Employment Agreement Amendment and Benefit Agreement Amendment described above is qualified in its entirety by reference to the Employment Agreement Amendment and Benefit Agreement Amendment, the respective copies of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.


Item 9.01                        Financial Statement and Exhibits.
(d)      Exhibits
10.1
Amendment No. 1 to Amended and Restated Employment Agreement Dated September 23, 2014 between Meridian and John A. Kraeutler
10.2
Amendment No. 1 to Supplemental Benefit Agreement Dated September 23, 2014 between Meridian and John A. Kraeutler
 




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.


 
 
MERIDIAN BIOSCIENCE, INC.
 
 
 
 
 
 
Date:  September 25, 2014
 
By: /s/  Melissa A. Lueke
 
 
Melissa A. Lueke
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)
 
Exhibit 10.1
AMENDMENT NO. 1 TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT


This Amendment No. 1 to Amended and Restated Employment Agreement ("Amendment") dated September  23 , 2014 between Meridian Bioscience, Inc., an Ohio corporation ("Meridian") and John A. Kraeutler, Chief Executive Officer ("Kraeutler").

W I T N E S S E T H:

WHEREAS, Meridian and Kraeutler entered into an amended and restated employment agreement dated June 12, 2012 ("Original Agreement"); and
WHEREAS, the parties desire to amend the Original Agreement upon the terms and conditions set forth in this Amendment.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Meridian and Kraeutler agree as follows:
1.              Section 2, Term , shall be amended and restated as follows:
"2.  Term .  Subject to the provisions for earlier termination as hereinafter provided, Kraeutler shall continue to be employed for the period commencing on the date hereof and ending on December 31, 2014 (the "Initial Term").  The Agreement may be extended annually for up to Two additional One year periods (each an "Extension Term"), ending December 31, 2015 and December 31, 2016, respectively, at the discretion of the Board of Directors of Meridian upon sixty (60) days' written notice to Kraeutler of the Board's intent to extend the Agreement for each Extension Term and Kraeutler's acceptance of such extension offer within thirty (30) days of Kraeutler's receipt of such offer.  The Initial Term together with any Extension Terms shall hereinafter be referred to as the "Term.""
2.              Section 6.1, Benefit Plans and Programs , shall be amended and restated as follows:
"6.1              Benefit Plans and Programs .  Kraeutler shall be entitled, at Meridian's expense, to such medical, dental, hospitalization, life insurance, pension plan, profit-sharing, disability, employee benefits and such other similar employment privileges and benefits or perquisites as are afforded generally from time to time to other senior officers of Meridian.
Meridian shall maintain a Medicare Advantage Plan or its equivalent health plan for Kraeutler, and spouse, if any, and the survivor of them for the remainder of their lives after Kraeutler's employment with Meridian ends.  To obtain these benefits, Kraeutler and spouse, if any, must be enrolled in Medicare Part A and B.  Kraeutler and spouse, if any, remain responsible for Medicare Part A and B monthly premiums and Meridian shall pay premiums related to the Medicare Advantage Plan or its equivalent.  Additionally, after Kraeutler's employment with Meridian ends, Kraeutler and his spouse, if any, and the survivor of them shall remain under Meridian's dental and vision plans provided to its then current employees.
Meridian shall also provide individual Long Term Care insurance policies for Kraeutler and his spouse, if any, subject to successful underwriting, by Kraeutler's spouse and no obligation to carry the long term care policy shall arise for spouse if unsuccessful underwriting shall occur.  The benefits provided shall not be less than $350 per day and shall extend for a 5 year period.  The daily benefits will increase by 5% per year.  The policy shall include a standard 180 day elimination period during which time benefits are not available."
3.              All other terms and conditions set forth in the Original Agreement shall remain unchanged, and shall remain in full force and effect.
4.              This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.

 
 
MERIDIAN BIOSCIENCE, INC.
 
 
 
 
 
 
 
 
 
 
 
By:           /s/ Melissa Lueke
 
 
Name:  Melissa Lueke
 
 
Title:  Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
             /s/ John A. Kraeutler
 
 
John A. Kraeutler




 
Exhibit 10.2
AMENDMENT NO. 1 TO
SUPPLEMENTAL BENEFIT AGREEMENT


This Amendment No. 1 to Supplemental Benefit Agreement ("Amendment") dated September 23 , 2014 between Meridian Bioscience, Inc., an Ohio corporation ("Corporation") and John A. Kraeutler, Chief Executive Officer ("Executive").

W I T N E S S E T H:

WHEREAS, Corporation and Executive entered into a Supplement Benefit Agreement dated June 12, 2012 ("Agreement"); and
WHEREAS, the parties desire to amend the Agreement upon the terms and conditions set forth in this Amendment with an effective date of October 1, 2014 (the "Effective Date").
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt of which is mutually acknowledged, Corporation and Executive agree as follows:
1.              Article 1 – Definitions, Subsection B, Non-Qualified Retirement from Service, shall be deleted.
2.              Article     1   -  Definitions, Subsection   C, Qualified Retirement from Service, shall be amended and restated as follows:
"C.              Qualified Retirement from Service. "Qualified Retirement from Service shall mean termination of Executive's employment any time after the date of September 30, 2014.
3.              Article 1 – Definitions, Subsection D, Insurance Benefits , shall be amended and restated as follows:
"D.  Insurance Benefits .  "Insurance Benefits" shall mean (1) all premium payments in amounts sufficient to cover in full Executive's and Executive's spouse, if any, Medicare Advantage Plan or its equivalent plan at a level equivalent to the most comprehensive coverage available; and (2) all premium payments in amounts sufficient to provide for comprehensive long-term care insurance for Executive and Executive's spouse with both (1) and (2) more fully defined in Executive's Amended and Restated Employment Agreement and Amendment No. 1 thereto, Section 6.1.

4.              Article II – Section B shall be deleted.
5.              Article II – Section C shall be deleted.
6.              All other terms and conditions set forth in the Agreement shall remain unchanged, and shall remain in full force and effect.
7.              This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective as of the Effective Date.
 
IN WITNESS WHEREOF, the parties have executed this Amendment on the day and year first above written.

 
 
MERIDIAN BIOSCIENCE, INC.
 
 
 
 
 
 
 
 
 
 
 
By:           /s/ Melissa Lueke
 
 
Name:  Melissa Lueke
 
 
Title:  Executive Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
             /s/ John A. Kraeutler
 
 
John A. Kraeutler