UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 12, 2017
MISONIX, INC.
(Exact name of Registrant as specified in its charter)
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New York (State or other jurisdiction of incorporation) |
1-10986 (Commission File Number) |
11-2148932 (I.R.S. Employer Identification No.)
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1938 New Highway, Farmingdale, New York 11735 (Address of principal executive offices, including zip code)
(631) 694-9555 (Registrant's telephone number, including area code) |
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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):
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2017, Richard A. Zaremba agreed to step down, effective September 18, 2017 (the “Effective Date”), from his positions as Senior Vice President, Treasurer and Secretary of Misonix, Inc. (the “Company”). Mr. Zaremba will remain with the Company in a part-time, non-executive capacity. In addition to his current title of Chief Financial Officer, Joseph P. Dwyer assumed the titles of Treasurer and Secretary of the Company, as of the Effective Date.
On September 12, 2017, Mr. Zaremba and the Company entered into an amendment (the “Amendment”) to his existing severance letter agreement dated September 15, 2016 reflecting the effects of his part-time status. The Amendment is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits – The following exhibit is filed as part of this report:
Exhibit No. Description of Exhibit
| 10.1 | Amendment dated as of September 18, 2017 to letter agreement between the Company and Richard A. Zaremba |
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.
| MISONIX, INC. | |||
| Date: September 18, 2017 | By: | /s/ Stavros G. Vizirgianakis | |
| Stavros G. Vizirgianakis | |||
| Chief Executive Officer | |||
Exhibit 10.1
September 18, 2017
Mr. Richard A. Zaremba
c/o MISONIX, INC.
1938 New Highway
Farmingdale, New York 11735
Dear Richard:
This letter will serve to modify the letter agreement dated September 15, 2016 (which amended and restated a prior letter agreement dated November 14, 2011) (collectively, the “Original Letter Agreement”), by and between you and MISONIX, INC. (“Misonix”). To the extent there are any discrepancies between this letter (the “Amendment”) and the Original Letter Agreement, this Amendment shall control. Except as expressly provided herein, the Original Letter Agreement remains in full force and effect.
1. Effective September 18, 2017 (the “Effective Date”), you hereby relinquish your titles of Senior Vice President, Finance, Treasurer and Secretary and shall assume the sole title of Special Projects Manager. In this capacity you shall serve as an individual contributor with primary responsibility for business development, activities related to the anticipated relocation of the Misonix office, and other tasks as assigned by the Chief Executive Officer or his designee. You will no longer be considered an executive officer of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
2. Your position as Special Projects Manager shall be on a part-time basis requiring that you dedicate approximately 20 hours per week to the performance of your assigned responsibilities. Except as business demands may require, you will spend approximately one day per week working out of the Misonix office and two days per week working from home.
3. Your annual base salary shall be one hundred twenty one thousand six hundred and sixty eight dollars ($121,668), less applicable tax and other mandatary withholdings, payable in accordance with Misonix’ standard payroll practices.
4. You will continue to participate in the Misonix benefits plans in accordance with the terms and conditions of those plans at levels and/or rates not less than those in effect for you on the date here of.The first sentence of Section 2 of the Original Letter Amendment is deleted in its entirety and replaced as of the Effective Date with the following: “In the event your employment with Misonix is terminated by Misonix on or before September 18, 2019 for any reason other than Cause, Misonix will continue your salary payments at the current rate ($121,668 per annum) through September 18, 2019.
5. Section 9 of the Amendment is hereby modified to provide that notice to Misonix shall be provided solely to the Chief Executive Officer (without a copy to the counsel listed in the Original Letter Agreement).
6. Misonix will pay you all accrued vacation as of September 18, 2017 on September 30, 2017 and there will be no further vacation payments accruing or payable during the remainder of your employment at Misonix.
Kindly evidence your agreement with the foregoing by signing and returning the enclosed duplicate copy of this letter agreement.
Sincerely,
MISONIX, INC.
By:_ /s/ Stavros G. Vizirgianakis ___
Stavros G. Vizirgianakis
Chief Executive Officer
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE
__ /s/ Richard A. Zaremba _______________
Richard A. Zaremba