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)
May 24, 2011 (May 18, 2011)

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
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
9220 Kirby Drive, Suite 500, Houston, Texas
77054
(Address of principal executive offices)
(Zip Code)
 
 
(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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Item 5.02(c). Appointment of Certain Officers.
 
On May 24, 2011, the Company announced   that it promoted Gregory C. Davis to Vice President of Operations. Mr. Davis has been with the Company for over 7 years and was appointed Director of IT in March 2007. Prior to his time at Sharps, Mr. Davis was founder of an information technology company and previous to that held various positions in the information technology industry.
 
 A copy of the press release issued by the Company regarding the above appointment is attached hereto as Exhibit 99.1.
 
Mr. Davis executed a letter agreement with the Company, pursuant to which he agreed to serve as the Vice President of Operations of the Company effective on May 18, 2011. The offer letter provides that Mr. Davis will receive an annual base salary of $170,000 (payable at the bi-weekly rate of $6,538.46).  In connection with the promotion, Mr. Davis received an option to purchase 35,000 shares of the Company's common stock under the Sharps Compliance Corp. 2010 Stock Plan. The option has a seven (7) year term and vests at the rate of 33.3% per year (at each of the first three anniversary dates). The exercise price of the option is the closing price on the date of the grant (i.e., May 18, 2011).
 
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 5.02(b). Departure of Directors or Certain Officers.
 
On May 24, 2011, the Company announced Ramsey E. Hashem, the former Chief Operating Officer, has departed the Company to pursue other opportunities.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
Exhibit No.
Description
10.1
Letter Agreement between Sharps Compliance, Inc. and Gregory C. Davis effective May 18, 2011.
99.1
Press Release Sharps Compliance Announces Management Changes dated May 24, 2011.
   

 
 

 
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/ Diana P. Diaz
Dated: May 24, 2011
Vice President and Chief Financial Officer
 

 






May 18, 2011

Gregory C. Davis
1012 Rochow
Houston, Texas 77019

Dear Greg:

We are pleased to offer you the position of Vice President of Operations with Sharps Compliance, Inc. (“Sharps” or the “Company”) reporting directly to me.

Your new compensation will include a base salary of $6,538.46 per pay period (twenty-six pay periods per year).  As an employee of Sharps, you will continue to be eligible to participate in the Company’s group benefit program which includes: group health, vision, dental, disability insurance and 401(k).

You will receive a grant of 35,000 options to purchase the Company’s common stock at an exercise price equal to the closing price of the stock on May 18, 2011. Stock option grants are subject to Board of Director approval and the terms of the Sharps Compliance Corp. 2010 Stock Plan (“Plan”). Additionally and under the Plan, the strike price of stock option grants will be equal to the price of the Company’s common stock (as traded on NASDAQ) at the end of the day on the grant date (versus initial employment date).

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.
 
 
 
Sharps Compliance Inc.
 9220 Kirby Drive  Suite 500  Houston, TX 77054
Direct  713.660.3514    Fax 713.660.3574
Email dtusa@sharpsinc.com
Website   www.sharpsinc.com
 

 
The effective date of this new employment arrangement is May 18, 2011.

Should the above be acceptable to you, please sign your acceptance of this offer of employment in the designated space below and fax me at 713-660-3574.



Sincerely,



David P. Tusa
Chief Executive Officer & President

 



Accepted and Agreed:

_____________________________
Gregory C. Davis
May 18, 2011




Sharps Compliance Inc.
 9220 Kirby Drive  Suite 500  Houston, TX 77054
Direct  713.660.3514    Fax 713.660.3574
Email dtusa@sharpsinc.com
Website   www.sharpsinc.com
Exhibit 99.1
 

 
Sharps Compliance Announces Management Changes
 
HOUSTON, May 24, 2011 (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 it has promoted Gregory C. Davis to Vice President of Operations. In his new role, Mr. Davis will have responsibility for the Company's traditional warehouse, manufacturing and distribution functions, while also managing delivery and integration of the increased data and technology requirements of the Company's new solution offerings to its existing and new customers. Mr. Davis will also continue to manage Information Technology (IT) functions of the Company.
 
David P. Tusa, President and CEO of Sharps Compliance, commented, "As we launch new offerings and customized solutions for our customers, we have recognized the importance of developing much more sophisticated data management and integration capabilities for our customers. Greg's knowledge of the Company and its solution offerings, as well as his interaction with our customers, are a critical component of our advancing capabilities. Greg has been instrumental in the design of our proprietary tracking systems and has been heavily involved with the development of our new solution offerings. We expect that in this new role, Greg will not only develop new processes and systems that provide the innovative, responsive service our customers have come to expect, but ensure thorough and complete integration within our operations and with our customers."
 
Mr. Davis has been with Sharps for over 7 years and was appointed Director of IT in March 2007. Prior to his time at Sharps, Mr. Davis was founder of an information technology company and previous to that held various positions in the information technology industry.
 
Ramsey E. Hashem, the former Chief Operating Officer, has departed the Company to pursue other interests.
 
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 health care facility setting. Its strategy is to capture a large part of the estimated $2.8 billion untapped market for unused medications, used syringes and medical waste generated outside of hospital and large health care 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 physicians, 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 comprehensive solution for the containment, transportation, treatment and tracking of medical waste generated outside the hospital and large health care facility setting. Its other products include the Sharps® MWMS™ (Medical Waste Management System), a comprehensive solution designed for rapid deployment in emergency situations and features the Sharps™ Recovery System™ and TakeAway Environmental Return System™ products combined with warehousing, inventory management, training, data and other services. Its TakeAway Environmental Return 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 news 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:    Diana P. Diaz
Sharps Compliance Corp.
Vice President and Chief Financial Officer
Phone: (713) 660-3547
Email: ddiaz@sharpsinc.com
 
 
Deborah Pawlowski
Kei Advisors LLC
Investor Relations
Phone: (716) 843-3908
Email: dpawlowski@keiadvisors.com