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)
December
26, 2007 (December 26, 2007)
Commission
File No. 000-22390
SHARPS
COMPLIANCE CORP.
(Exact
Name Of Registrant As Specified In Its Charter)
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Delaware
(State
Or Other Jurisdiction Of
Incorporation
Or Organization)
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74-2657168
(IRS
Employer
Identification
No.)
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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
December 26, 2007, Sharps Compliance Corp. (the "Company"
or “Sharps”)
announced that Claude A. Dance has been promoted to Sr. Vice President of Sales
and Marketing of the Company (a corporate officer position). Mr. Dance, who
joined the Company in August of 2007 as the Vice President of Sales - Emerging
Markets, will be responsible for sales, including national, regional and inside
sales efforts, as well as marketing and customer service functions. Mr. Dance
comes to Sharps from Capital Returns Inc., a leading reverse logistics company,
where he served in various key roles including Senior Vice President of Sales
and Marketing. Prior to Capital Returns, Mr. Dance served in various sales
and management roles with Pharmerica, a division of AmerisourceBergen, Cardinal
Health and Wyeth Pharmaceuticals. Mr. Dance graduated in 1981 with a BA in
Marketing and earned an MA in 1983, both from Northwestern State University.
A
copy of the press release issued by the Company is attached hereto as Exhibit
99.1.
Mr. Dance
executed an offer letter from the Company, pursuant to which he agreed to serve
as the Sr. Vice President of Sales and Marketing of the Company. The offer
letter is effective as of December 26, 2007 and provides that Mr. Dance
will receive an annual base salary of $200,000 (payable at the bi-weekly rate
of
$7,692.31). In accordance with the promotion, Mr. Dance will receive an
option to purchase 75,000 shares of the Company's common stock under the Sharps
Compliance 1993 Stock Plan. The option has a 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 will be the closing price on the date of the grant
(December 26, 2007). The letter also provides for severance of six (6)
months (paid on a bi-weekly basis over the severance period) should Mr. Dance
be
terminated without cause.
In
connection with his employment, the Company and Mr. Dance 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
Exhibits
10.1
and
10.2, respectively, and are incorporated herein by reference.
David
C.
Mayfield, the Company’s prior Senior Vice President of Sales and Marketing has
accepted the position of Vice President of Pharmaceutical Sales and
Reimbursement (a non-officer position).
Item
5.02(e). Compensatory Arrangements of Certain Officers.
The
information set forth in Item 5.02(c) above regarding the offer letter and
the
compensation arrangement is hereby incorporated by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Offer
Letter between Sharps Compliance Corp., a Delaware corporation, and
Claude
A. Dance
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10.2
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Non-Competition
and Confidentiality Agreement between Sharps Compliance Corp., a
Delaware
corporation, and Claude A. Dance
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Exhibit No.
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Description
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99.1
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Press
Release naming Claude A. Dance as Sr. Vice President of Sales and
Marketing of Sharps Compliance Corp., effective December 26,
2007
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
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SHARPS
COMPLIANCE CORP.
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By:
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/s/
David P. Tusa
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Executive
Vice President , Chief Financial Officer and Business
Development
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Dated:
December 26, 2007