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):  November 15, 2011 (November 14, 2011)

MISONIX, INC.
(Exact name of registrant as specified in its charter)

New York
 
1-10986
 
11-2148932
(State or other jurisdiction of
  (Commission File Number)  
(IRS Employer
 incorporation)
     
Identification No.)


1938 New Highway, Farmingdale, NY
 
11735
(Address of principal executive offices)
 
(Zip Code)


Registrant’s telephone number, including area code (631) 694-9555

  
(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:

 
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))

 
 
 


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

On November 14, 2011, MISONIX, INC. (the “Company”) entered into a letter agreement with Richard A. Zaremba, the Company’s Senior Vice President and Chief Financial Officer (the “Zaremba Letter”), pursuant to which the Company increased the amount of benefits payable to Mr. Zaremba in the event of a Change in Control of Misonix (as defined in the Zaremba Agreement).  In the event of a Change in Control of Misonix, Mr. Zaremba wil1 receive one-time additional compensation in an amount equal to twelve (12) months base salary.  Previously, Mr. Zaremba was entitled to a payment equal to six (6) months base salary.

On November 14, 2011, the Company entered into a letter agreement with Michael C. Ryan, the Company’s Senior Vice President – Medical Division (the “Ryan Letter”), pursuant to which the Company agreed to provide benefits to Mr. Ryan in the event of a Change in Control of Misonix.  In the event of a Change in Control of Misonix, Mr. Ryan wil1 receive one-time additional compensation in an amount equal to twelve (12) months base salary.

The foregoing descriptions of the Zaremba Agreement and the Ryan Agreement are qualified in their entirety by reference to the provisions of the Zaremba Agreement and the Ryan Agreement attached to this report as Exhibits 10.1 and 10.2, respectively.

Item 9.01 
Financial Statements and Exhibits.

(d) 
Exhibits.

Exhibit 10.1
Letter Agreement, dated November 14, 2011, by and between MISONIX, INC. and Richard A. Zaremba.

Exhibit 10.2
Letter Agreement, dated November 14, 2011, by and between MISONIX, INC. and Michael C. Ryan.

 
 
2
 

 
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.


Date: November 15, 2011
MISONIX, INC.
 
       
 
By:
/s/ Richard A. Zaremba
 
   
Richard A. Zaremba
 
   
Senior Vice President and Chief Financial Officer
 




 
3
 

EXHIBIT INDEX


Exhibit No.
Description

Exhibit 10.1
Letter Agreement, dated November 14, 2011, by and between MISONIX, INC. and Richard A. Zaremba.

Exhibit 10.2
Letter Agreement dated November 14, 2011, by and between MISONIX, INC. and Michael C. Ryan.

 
 

 
 
4
 

MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735


November 14, 2011

Mr. Richard A. Zaremba
c/o MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735

Dear Richard:

I refer to the letter agreement, dated February 6, 2000 (the “Original Agreement”), by and between you and MISONIX, INC. ("Misonix").  In recognition of your past service to Misonix and as consideration for your future service to Misonix, the Board of Directors of Misonix has authorized a modification to the Original Agreement to provide that you will be entitled to an increased severance payment upon a termination of your employment by virtue of a change of control. Accordingly, we hereby agree with you as follows:

 
1.
The Original Agreement is hereby terminated in its entirety.
 
 
2.
(a) After a Change in Control of Misonix (as defined under subparagraphs 2 (b) and (c) below), you shall be entitled to a one-time additional compensation in an amount equal to a payment of twelve (12) months annual base salary. Such additional compensation will be paid to you in a lump sum within sixty (60) days after the date such Change in Control of Misonix takes effect and your employment by Misonix or the acquiring company ceases (i) involuntarily on your part or (ii) voluntarily on your part if you have suffered (x) a significant diminution in your material duties and responsibilities without your express prior written consent or (y) a reduction in your annual base salary.
 
(b) A “Change in Control of Misonix” shall be deemed to have occurred in the event (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of such "persons", without the consent of the Board of Directors of Misonix, is or becomes a "beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Misonix representing 50% or more of the combined voting power of our then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by shareholders of Misonix of less than 60% of the voting securities of the resulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity.
 
 
 
 
Mr. Richard Zaremba
November 14, 2010
Page 2
 
 
(c)  Notwithstanding anything in the foregoing to the contrary, no Change of Control of Misonix shall be deemed to have occurred for purposes of this Agreement requiring payment to you of the compensation referred to in subparagraph 2(b) by virtue of (i) any transaction which results in you or a group of persons which includes you, acquiring, directly or indirectly, 30% or more of any class of voting securities of Misonix, or (ii) if you continue in the employ of Misonix or the acquiring company more than nine (9) months following the occurrence of an event which would otherwise constitute a Change of Control of Misonix.

 
3.
This letter, together with Misonix’ current Employee Manual and other items, form a complete and exclusive statement covering the terms of your employment with Misonix. Misonix is an at-will employer. This at-will employment relationship cannot be changed except in a writing signed by the Chairman or the President and Chief Executive Officer of Misonix.  Nothing contained herein shall modify the at-will nature of your employment by Misonix.
 

Kindly evidence your agreement with the foregoing by signing and returning the enclosed duplicate copy of this letter.

 
Sincerely,
 
       
 
MISONIX, INC.
 
       
       
 
By:
/s/ Michael A. McManus
 
   
Michael A. McManus, Jr., President
 
   
and Chief Executive Officer
 


ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE

/s/ Richard A. Zaremba
Richard A. Zaremba


 
 
 
 
 
 
 
 
MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735


November 14, 2011

Mr. Michael C. Ryan
c/o MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735

Dear Michael:

In recognition of your past service to Misonix and as consideration for your future service to Misonix, the Board of Directors of Misonix has authorized a  severance payment payable to you upon a termination of your employment by virtue of a change of control. Accordingly, we hereby agree with you as follows:

 
1.
(a) After a Change in Control of Misonix (as defined under subparagraphs 2 (b) and (c) below), you shall be entitled to a one-time additional compensation in an amount equal to a payment of twelve (12) months annual base salary. Such additional compensation will be paid to you in a lump sum within sixty (60) days after the date such Change in Control of Misonix takes effect and your employment by Misonix or the acquiring company ceases (i) involuntarily on your part or (ii) voluntarily on your part if you have suffered (x) a significant diminution in your material duties and responsibilities without your express prior written consent or (y) a reduction in your annual base salary.
 
(b) A “Change in Control of Misonix” shall be deemed to have occurred in the event (i) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), or group of such "persons", without the consent of the Board of Directors of Misonix, is or becomes a "beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of Misonix representing 50% or more of the combined voting power of our then outstanding securities, or (ii) of a merger, consolidation or other combination the result of which is the ownership by shareholders of Misonix of less than 60% of the voting securities of the resulting or acquiring entity having the power to elect a majority of the Board of Directors of such entity.
 
 
 
 
 
Mr. Michael C. Ryan
November 14, 2010
Page 2
 
 
(c)   Notwithstanding anything in the foregoing to the contrary, no Change of Control of Misonix shall be deemed to have occurred for purposes of this Agreement requiring payment to you of the compensation referred to in subparagraph 2(b) by virtue of (i) any transaction which results in you or a group of persons which includes you, acquiring, directly or indirectly, 30% or more of any class of voting securities of Misonix, or (ii) if you continue in the employ of Misonix or the acquiring company more than nine (9) months following the occurrence of an event which would otherwise constitute a Change of Control of Misonix.

 
2.
This letter, together with Misonix’ current Employee Manual and other items, form a complete and exclusive statement covering the terms of your employment with Misonix. Misonix is an at-will employer. This at-will employment relationship cannot be changed except in a writing signed by the Chairman or the President and Chief Executive Officer of Misonix.  Nothing contained herein shall modify the at-will nature of your employment by Misonix.
 

Kindly evidence your agreement with the foregoing by signing and returning the enclosed duplicate copy of this letter.

 
Sincerely,
 
       
 
MISONIX, INC.
 
       
       
 
By:
/s/ Michael A. McManus
 
 
 
Michael A. McManus, Jr., President
 
 
 
and Chief Executive Officer
 


ACKNOWLEDGED AND AGREED TO
AS OF THE DATE FIRST SET FORTH ABOVE

/s/ Michael C. Ryan
Michael C. Ryan