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)
June 14, 2010 (June 14, 2010)
 
SHARPS COMPLIANCE CORP.
(Exact Name Of Registrant As Specified In Its Charter)
 
Commission File No. 001-34269

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:
 
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 CFR240.14d-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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory arrangements of Certain Officers
 
Item 5.02(c). Appointment of Principal Officers.
 
On June 14, 2010, Sharps Compliance Corp. (the " Company" or “Sharps ” ) announced the promotion of David P. Tusa from Executive Vice President and Chief Financial Officer to the position of President.
 
On June 14, 2010, the Company also announced   the appointment of Diana P. Diaz as Vice President and Chief Financial Officer of the Company. Diana P. Diaz’s career includes over ten years at Deloitte, where she finished her experience as Senior Audit Manager.  Since then, she has served in progressively challenging roles in the energy and health industries to include Vice President and Controller of the wholesale group at Reliant Energy, Inc. and more recently as Chief Financial Officer of University General Hospital in Houston, TX.  Ms. Diaz is a Certified Public Accountant.  She earned her M.B.A at Rice University and her B.B.A. from the University of Texas at Austin.
 
 A copy of the press release issued by the Company regarding the two above appointments is attached hereto as Exhibit 99.1.
 
Mr. Tusa executed an amendment to his current employment whereby his annual base salary was increased from $250,000 to $275,000 effective on June 14, 2010. The complete text of the employment agreement amendment is attached as Exhibit 10.1 and is incorporated herein by reference.
 
In conjunction with the promotion, Mr. Tusa was granted, by the Compensation Committee of the Board of Directors, an option to purchase 100,000 shares of the Company's common stock under the Sharps Compliance 1993 Stock Plan.  The option will have a seven (7) year term and vest at the rate of 33.3% per year (at each of the first three anniversary dates). The exercise price of the option will be the closing price on the date of the grant (i.e., June 14, 2010). The Company also agreed to provide Mr. Tusa, during the term of his employment and at the sole cost of the Company, an automotive vehicle for the his use as well as insurance and all reasonable service, repair and operating costs incurred.
 
In conjunction with her employment, Ms. Diaz executed an offer letter with the Company, pursuant to which she agreed to serve as the Vice President and Chief Financial Officer of the Company beginning on June 14, 2010. The offer letter provides that Ms. Diaz will receive an annual base salary of $175,000 (payable at the bi-weekly rate of $6,730.77). In accordance with the appointment, Ms. Diaz will receive, on June 14, 2010, an option to purchase 50,000 shares of the Company's common stock under the Sharps Compliance 1993 Stock Plan.  This stock option grant was approved by the Compensation Committee of the Company’s Board of Directors. The option will have a seven (7) year term and vest at the rate of 33.3% per year (at each of the first three anniversary dates). The exercise price of the option will be the closing price on the date of the grant (i.e., June 14, 2010). 
 
 In connection with her employment, the Company and Ms. Diaz entered into a Non-Competition and Confidentiality Agreement. The complete text of the Offer Letter and the Non-Competition and Confidentiality Agreement are attached as Exhibit 10.2 and 10.3, respectively, and are incorporated herein by reference.
 
Item 5.02(e). Compensatory Arrangements of Certain Officers.
 
The information set forth in Item 5.02(c) above regarding the compensation arrangements are hereby incorporated by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
  
Description
     
10.1
  
Amendment to Employment Agreement between Sharps Compliance, Inc. and David P. Tusa dated June 14, 2010.
     
10.2
  
Offer letter between Sharps Compliance, Inc. and Diana P. Diaz effective June 14, 2010.
     
10.3
  
Non-Competition and Confidentiality Agreement between Sharps Compliance, Inc. and Diana P. Diaz dated June 14, 2010.
     
99.1
 
Press Release naming David P. Tusa as President and Diana P. Diaz as Vice President and Chief Financial Officer dated June 14, 2010.
 
 
 
 
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.
 
 
SHARPS COMPLIANCE CORP.
 
 
 
By:  
/s/ David P. Tusa  
 
   
President
 
 
       
 
Dated: June 14, 2010
 
 
Exhibit 10.1
 
EXECUTIVE EMPLOYMENT AGREEMENT AMENDMENT

THIS EMPLOYMENT AGREEMENT AMENDMENT (“AGREEMENT”), is made and entered into by and between Sharps Compliance Corp. (as parent Company of Sharps Compliance, Inc.), 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 executive employment agreement, dated July 14, 2003 and as amended on October 1, 2004 and August 19, 2005, as follows:

The Base Salary referred to in Article 1.3.1 (as amended) of $9,615.38 per pay period (twenty-six pay periods per year) is hereby changed to $10,576.93.

The Executive’s title as shown in Article 1.1 is hereby changed to President (from Executive Vice President and Chief Financial Officer). The duties shown in same section are changed to include, Finance, Administration, Operations and Sales and Marketing.

The Company and Executive agree to add to the Agreement the following provision:   Article 1.4.1 Car Allowance , The Company shall provide to the Executive, during the Term of Employment, at the sole cost of the Company, an automotive vehicle for the Executive’s use that is acceptable to the Executive and reasonable to the Company, as well as insurance to cover such vehicle at limits and deductions mutually acceptable to the Executive and the Company. Additionally, the Company will pay for all reasonable service, operating and repair costs incurred during the term of the Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first written below with the amended provisions noted above being effective June 14, 2010.



EXECUTIVE:
 
__________________________
David P. Tusa
 
Date: June 14, 2010
 
 
COMPANY:
 
_______________________
Dr. Burton J. Kunik
Chairman & Chief Executive Officer
 
Date:     June 14, 2010


Exhibit 10.2

June 9, 2010

Diana Diaz
3527 Durness Way
Houston, TX 77025

Dear Diana:

I have enjoyed our conversations with you regarding an employment opportunity with Sharps Compliance, Inc. (“Sharps” or the “Company”). We are pleased to offer you the position of Vice President and Chief Financial Officer with Sharps reporting directly to me. The offer is contingent upon, (i) your acceptance of the terms and conditions of employment, (ii) completion, to the Company’s sole satisfaction, of reference and background checks and (iii) results of drug testing to the Company’s sole satisfaction.

Your compensation will include a base salary of $6,730.77 per pay period (twenty-six pay periods per year). As an employee of Sharps, you will be eligible to participate in the Company’s group benefit program which includes: group health, vision, dental, disability insurance and 401(k). A summary description of the program, including employee premiums, is included with this letter.

You will receive a grant of 50,000 options to purchase the Company’s common stock effective on your start date of June 14, 2010. Stock option grants are subject to Board of Director approval and the terms of the Sharps Compliance Corp. 1993 Stock Plan (“Plan”). Additionally and under the Plan, the strike price of stock option grants is equal to the price of the Company’s common stock (as traded on NASDAQ) at the end of the day on the grant date (i.e., June 14, 2010).  You will also be eligible to receive a discretionary annual bonus subject to Board of Director approval.

This offer does not constitute an employment contract or guarantee of employment for any specific period of time since the Company is an “at-will” employer.  At-will employment means that either you or the Company, with or without cause and with or without prior notice, may terminate the employment relationship at any time.  Additionally, your employment will be subject to the Company’s policies and procedures, a copy of which will be provided to you when you join the Company.  You also agree to enter into a non-compete and confidentiality agreement consistent with the attached Exhibit I and a confidentiality and intellectual property agreement as shown on Exhibit II.

Notwithstanding the above, the Company agrees to provide you with three (3) months of severance (paid on a bi-weekly basis consistent with the Company’s current payroll practices) should your employment be terminated “without cause”. The Company (subject to Compensation Committee approval) will consider a longer severance period subsequent to your one-year employment anniversary.

We are pleased to offer you this opportunity and are confident that you will make a measurable contribution to the Company. Should the above be acceptable to you, please, (i) sign your acceptance of this offer of employment and (ii) complete and sign the attached Application of Employment including drug testing and release of information consents. Both items should be faxed to the attention of Lynn Carnes at 713-660-3583.

As agreed, your initial date of employment, subject to the conditions as outlined in this letter, will be June 14, 2010.

Should you have any questions, please feel free to call me at 713-660-3514.

Sincerely,


David P. Tusa
Executive Vice President, CFO &
Business Development



Attachments



Accepted and Agreed:


_____________________________
Diana P. Diaz
June 9, 2010

 
 
Exhibit 10.3
 


EXHIBIT I
AGREEMENT

THIS LETTER AGREEMENT (“AGREEMENT), made and entered into effective on June 9, 2010 by and between Sharps Compliance Corp., a Delaware corporation, 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 “Employee”) is a supplement to the binding offer letter entered into between the Company and Employee, a copy of which is attached as an Exhibit.

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 Employee agree as follows:


CONFIDENTIAL INFORMATION

Employee acknowledges that in and as a result of his employment, he will be making use of, acquiring, and/or adding to confidential information of a special and unique nature and value relating to such matters as the Company's trade secrets, systems, procedures, manuals, confidential reports, and lists of clients, ("Confidential Information"). As a material inducement to the Company to enter into this Agreement and to pay to Employee the compensation and benefits stated herein, Employee covenants and agrees that he shall not, at any time during or for three (3) years following the term of his employment, directly or indirectly, divulge or disclose for any purpose whatsoever any Confidential Information that has been obtained by, or disclosed to, him as a result of his employment by the Company. In the event of a breach or threatened breach by Employee of any of the provisions of this paragraph, the Company, in addition to and not in limitation of, any other rights, remedies, or damages available to the Company at law or in equity, shall be entitled to a permanent injunction in order to prevent or restrain any such breach by Employee or Employee's partners, agents, representatives, servants, employers, employees, and/or any and all persons directly or indirectly acting for or with him. This section shall not apply to the extent information, (i) is generally available to the public or otherwise was part of public domain at the time of disclosure, (ii) became generally available to the public after disclosure through no act or omission of Employee, (iii) was disclosed to Employee by a third party who had no obligation to restrict disclosure, or (iv) Employee can show that such information was independently developed by Employee without use of any Confidential Information.

RESTRICTIVE COVENANT

Employee acknowledges that the services he is to render are of a special and unusual character with a unique value to the Company, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to the Company of the services of Employee for which the Company has contracted hereunder, because of the confidential information Company promises to disclose to Employee, as hereinabove set forth, and as a material inducement to the Company to enter into this Agreement and to pay to Employee the compensation stated herein as well as any additional benefits stated herein, Employee covenants and agrees as follows:

 
 
 
For the period commencing with the date of the Agreement and ending twelve (12) months   following the termination of this Agreement, for whatever reason, the Employee agrees that he will not directly or indirectly, for his own account or for the account of others, whether as principal or agent or through the agency of any corporation, partnership, association or other business entity, engage in any business activity which shall be in direct competition to any material business of the Company.  For purposes hereof, a business will be deemed, until proven otherwise, to be in direct competition if it involves the sale of products used for the disposal, transportation or destruction of medical sharps or any other products or services marketed by the Company or its subsidiaries and affiliates.  Employee agrees further that, for a period commencing with the date of this Agreement and ending twelve (12) months following termination of this Agreement, for whatever reason, Employee shall not, directly or indirectly, make known to any person, firm or corporation, the names and addresses of any clients, customers, employees or independent contractors of the Company or any other information pertaining to them nor call on, solicit, take away, contract with, employ or hire or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers, employees or independent contractors of the Company, including, but not limited to, those upon whom the Employee called or with whom he became acquainted during the performance of the services pursuant to this Agreement, whether for personal purposes or for any other person, firm or corporation. Nothing contained in this Section shall prohibit the Employee from purchasing and holding as an investment not more than 5% of any class of the issued and outstanding and publicly traded capital stock of any such corporation which conducts a business in competition with the business of the Company.   Should the foregoing covenant not to compete be held invalid or unenforceable because of the scope of the actions restricted thereby, or the period of time within which such agreement is operative in the judgment of a court of competent jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions subject to and restricted by this Section and the period of time during which such agreement is enforceable. The provisions of this Section shall be applicable for the period indicated, regardless of termination of this Agreement for any reason prior to expiration of such period.

MISCELLANEOUS

The laws of the State of Texas shall govern the validity, construction, and enforcement of this Agreement and the rights and obligations of the Parties hereunder.  The prevailing party in any dispute hereunder, in addition to actual damages and any other legal or equitable remedies to which it may be entitled, shall be entitled to recover reasonable attorney fees and costs from the non-prevailing party.

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


EMPLOYEE:                                                                                     COMPANY:


_________________________________                             __________________________________
 
Diana P. Diaz                                                                                    David P. Tusa
 
   Employee Vice President, CFO & Business
 
   Development

__________________________________                           __________________________________
Date                                                                                                  Date


EXHIBIT 99.1

Sharps Compliance Corp. Promotes David P. Tusa to President; Appoints Diana P. Diaz as CFO

HOUSTON, June 10, 2010 (GLOBE NEWSWIRE) -- Sharps Compliance Corp. (Nasdaq:SMED) ("Sharps" or the "Company"), a leading full-service provider of cost-effective management solutions for medical waste and unused dispensed medications generated outside the hospital and large healthcare facility setting, announced today that its Board of Directors has promoted David P. Tusa to the position of President and appointed Diana P. Diaz as Vice President and Chief Financial Officer.

Dr. Burton J. Kunik, who retains the position of Chairman and CEO, commented, "David's promotion is well deserved.   Over the past seven plus years David has been a key player in driving our growth, strengthening our balance sheet and ensuring efficiency in our operations. Of note, he has been instrumental in the success and management of the Company's Medical Waste Management System program with a major U. S. Government agency."

David P. Tusa commented, "We welcome Diana P. Diaz to the Sharps Compliance team and believe her wealth of experience in public accounting and the health care industry will serve us well as we continue to build our customer base and grow revenue."

Mr. Tusa joined Sharps Compliance in February 2003. In addition to other roles involving companies that experienced successful growth, prior to his employment with the Company, Mr. Tusa was the Executive Vice President and Chief Financial Officer of Billing Concepts Corp., a publicly-held telecommunications billing and technology-focused company and Senior Vice President and Chief Financial Officer of Serv-Tech, Inc., a publicly-held specialty services company. He served as an advisor to the Board of Directors of Sharps Compliance from October 2001 to February 2003. Mr. Tusa's background also includes seven plus years with the international audit and tax firm of KPMG, finishing his experience there as a Senior Audit Manager. He is a Certified Public Accountant and earned a B.B.A. from the University of Houston.

Diana P. Diaz's career includes over ten years at Deloitte, where she finished her experience as Senior Audit Manager. Since then, she has served in progressively challenging roles in the energy and health industries to include Vice President and Controller of the wholesale group at Reliant Energy, Inc. and more recently as Chief Financial Officer of University General Hospital in Houston, TX. Ms. Diaz is a Certified Public Accountant. She earned her M.B.A at Rice University and her B.B.A. from the University of Texas at Austin.

About Sharps Compliance Corp.

Headquartered in Houston, Texas, Sharps is a leading full-service provider of cost-effective management solutions for medical waste and unused dispensed medications generated outside the hospital and large healthcare facility setting.  Its strategy is to capture a large part of the estimated $2 billion untapped market for used syringes and unused medical waste outside of hospital and large healthcare settings by targeting the major agencies that are interrelated with this medical waste stream; that is the U.S. government, pharmaceutical manufacturers, home healthcare providers, retail pharmacies and clinics, and the professional market comprised of physician, dentists and veterinary practices. As a fully integrated medical waste management company providing customer solutions and services, the Company's solid business model, which provides strong margins and significant operating leverage, combined with its early penetration into emerging markets, uniquely positions it for strong future growth.

The Company's flagship product, the Sharps® Recovery System™ (formerly Sharps Disposal by Mail System®), is a cost-effective and easy-to-use solution to dispose of medical waste such as hypodermic needles, lancets and any other medical device or objects used to puncture or lacerate the skin (referred to as "sharps"). Its other products include the Sharps®MWMS™ (Medical Waste Management System), a comprehensive medical waste and dispensed unused medication solution designed for emergency preparedness programs. Sharps also offers vendor managed inventory programs and Patient Support Programs which incorporate the Company's SharpsTracer™ system.

Its TakeAwayRecovery System ™ is designed for individual consumers, retail or mail-order pharmacies, communities and facilities including assisted living, long-term care and correction operations to facilitate the proper disposal of unused dispensed medications. 

More information on the Company and its products can be found on its website at: www.sharpsinc.com

Safe Harbor Statement

The information made available in this press release contains certain forward-looking statements which reflect Sharps Compliance Corp.'s current view of future events and financial performance. Wherever used, the words "estimate", "expect", "plan", "anticipate", "believe", "may" and similar expressions identify forward-looking statements. Any such forward-looking statements are subject to risks and uncertainties and the company's future results of operations could differ materially from historical results or current expectations. Some of these risks include, without limitation, the company's ability to educate its customers, development of public awareness programs to educate the identified consumer, customer preferences, the Company's ability to scale the business and manage its growth, the degree of success the Company has at gaining more large customer contracts, managing regulatory compliance and/or other factors that may be described in the company's annual report on Form 10-K, quarterly reports on Form 10-Q and/or other filings with the Securities and Exchange Commission. Future economic and industry trends that could potentially impact revenues and profitability are difficult to predict. The company assumes no obligation to publicly update or revise its forward-looking statements even if experience or future changes make it clear that any projected results express or implied therein will not be realized. 

CONTACT:  Sharps Compliance Corp.
          David P. Tusa, President
          (713) 660-3514
          dtusa@sharpsinc.com

          Kei Advisors LLC
          Investor Relations
          Deborah Pawlowski
          (716) 843-3908
          dpawlowski@keiadvisors.com