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)
March 7, 2012 (March 6, 2012)
SHARPS COMPLIANCE CORP.
Commission File No. 001-34269

(Exact Name Of Registrant As Specified In Its Charter)
 
Delaware
74-2657168
(State Or Other Jurisdiction Of
Incorporation or Organization)
(IRS Employer Identification No.)

9220 Kirby Drive, Suite 500
Houston, Texas 77054
(Address Of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code)
713-432-0300

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:
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 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 CFR240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 


 
 
 

TABLE OF CONTENTS
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 9.01                      Financial Statement and Exhibits.

SIGNATURES



 
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Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 29, 2012, the Compensation Committee of the Board of Directors approved increases in the base compensation for three executive officers of the Company, effective March 1, 2012.

The amended employment arrangements noted below for Mr. Tusa, Mr. Dance and Ms. Diaz are attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively.
 

 
 
Item 9.01.                      Financial Statements and Exhibits.
 
 
(d)  Exhibits.
 
Exhibit No.
Description
10.1
Executive Employment Agreement Amendment between Sharps Compliance, Inc. and David P. Tusa dated March 6, 2012.
10.2
Executive Employment Agreement Amendment between Sharps Compliance, Inc. and Claude A. Dance dated March 6, 2012.
10.3
Executive Employment Agreement Amendment between Sharps Compliance, Inc. and Diana P. Diaz dated March 6, 2012.
 

 

 
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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 thereunto duly authorized.
 

Date: March 7, 2012
            SHARPS COMPLIANCE CORP .
   
 
By: /s/ DIANA P. DIAZ
 
Vice President and Chief Financial Officer


 
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Exhibit 10.1
 
EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT
 
THIS EMPLOYMENT AGREEMENT AMENDMENT (“AMENDMENT”), is made and entered into by and between Sharps Compliance Corp., having its principle office at 9220 Kirby Drive, Suite 500, Houston, TX 77054 (hereinafter referred to as the “Company”), and David P. Tusa (hereinafter referred to as the “Executive”).
 
WITNESSETH
 
For and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to amend the Executive’s original executed employment agreement, dated July 14, 2003 and amended on, (i) October 1, 2004 (effective June 21, 2004), (ii) August 19, 2005, (iii) June 14, 2010 and (iv) December 2, 2011 (effective November 17, 2011), herein defined as the “Agreement”, as follows:
 
The Base Salary referred to in Article 1.3.1 (as amended) of $10,576.93 per pay period (twenty-six pay periods per year) is hereby changed to $11,538.46.
 
IN WITNESSETH WHEREOF, the parties have executed this Agreement the day and year first written below with the amended provisions noted above being effective March 1, 2012.
 

 
EXECUTIVE:
 
____________________
Executive
 
Date:           March 6, 2012
 

 
COMPANY:
 
By:           ____________________
Name:           Diana P. Diaz
 
Title:           Vice President and Chief Financial Officer
 
Date:           March 6, 2012
 




Exhibit 10.2
 
AGREEMENT AMENDMENT
 
THIS AGREEMENT AMENDMENT (“AMENDMENT”), is made and entered into by and between Sharps Compliance Corp., having its principle office at 9220 Kirby Drive, Suite 500, Houston, TX 77054 (hereinafter referred to as the “Company”), and Claude A. Dance (hereinafter referred to as the “Executive”).
 
WITNESSETH
 
For and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to amend the AGREEMENT between the Company and the Executive dated December 26, 2007 and amended on December 2, 2011 (effective November 17, 2011), herein defined as the “Agreement”, as follows:
 
The Base Salary referred to in the Agreement of $7,692.08 per pay period (twenty-six pay periods per year) is hereby changed to $8,653.85.
 
IN WITNESSETH WHEREOF, the parties have executed this Agreement the day and year first written below with the amended provisions noted above being effective March 1, 2012.
 

 
EXECUTIVE:
 
____________________
Executive
 
Date:           March 6, 2012
 

 
COMPANY:
 
By:           ____________________
Name:           Diana P. Diaz
 
Title:           Vice President and Chief Financial Officer
 
Date:           March 6, 2012
 




Exhibit 10.3
 
AGREEMENT AMENDMENT
 
THIS AGREEMENT AMENDMENT (“AMENDMENT”), is made and entered into by and between Sharps Compliance Corp., having its principle office at 9220 Kirby Drive, Suite 500, Houston, TX 77054 (hereinafter referred to as the “Company”), and Diana P. Diaz (hereinafter referred to as the “Executive”).
 
WITNESSETH
 
For and in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive agree to amend the AGREEMENT between the Company and the Executive dated June 9, 2010 and amended on December 2, 2011 (effective November 17, 2011), herein defined as the “Agreement”, as follows:
 
The Base Salary referred to in the Agreement of $6,730.77 per pay period (twenty-six pay periods per year) is hereby changed to $7,307.69.
 
IN WITNESSETH WHEREOF, the parties have executed this Agreement the day and year first written below with the amended provisions noted above being effective March 1, 2012.
 

 
EXECUTIVE:
 
____________________
Executive
 
Date:           March 6, 2012
 

 
COMPANY:
 
By:           ____________________
Name:           David P. Tusa
 
Title:           Chief Executive Officer and President
 
Date:           March 6, 2012