- Current report filing (8-K)
June 15 2012 - 3:18PM
Edgar (US Regulatory)
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 15, 2012
IVAX Diagnostics, Inc.
(Exact name of registrant as specified in
its charter)
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Delaware
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1-14798
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11-3500746
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2140 North Miami Avenue,
Miami, Florida
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33127
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
305-324-2300
Not Applicable
(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 (see General Instruction
A.2. below):
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2012, IVAX Diagnostics, Inc.
(the “Company”) and Kevin D. Clark agreed to continue Mr. Clark’s current roles as the Company’s President,
Chief Executive Officer and Chief Operating Officer without a definitive expiration date, such that
Mr.
Clark’s existing employment is no longer scheduled to come to an end on June 30, 2012, as previously disclosed.
The type of Mr. Clark’s
employment as the Company’s President, Chief Executive Officer and Chief Operating Officer beyond
June
30, 2012
, which was unanimously approved on June 15, 2012 by the Compensation Committee and the Board of Directors of the
Company,
continues to be ‘at-will’, without any employment agreement,
and may be terminated by Mr.
Clark
or the Company at any time.
Item 5.07
Submission of Matters to a Vote of Security Holders.
The 2012 Annual Meeting
of Stockholders of the Company was held on June 15, 2012. At the Annual Meeting, the Company’s stockholders voted on two
matters with the following results.
1. The Company’s
stockholders elected two directors to the Company’s Board of Directors, each to serve for a three-year term expiring at the
Company’s 2015 Annual Meeting of Stockholders. The two director nominees were elected by the Company’s stockholders
by the following votes:
Director
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Gerald E. Gallwas
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28,844,434
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50,577
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4,545,421
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David M. Templeton
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28,844,000
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51,011
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4,545,421
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2. The Company’s
stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation changing the Company’s
name to “ERBA Diagnostics, Inc.” The Company’s stockholders voted as follows:
Votes
For
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Votes
Against
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Abstained
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Broker
Non-Votes
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33,275,589
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164,343
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500
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0
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Item 8.01
Other Events.
The Company announced
today that its corporate name has been changed to “ERBA Diagnostics, Inc.” As discussed above, the name change was
approved by the Company’s stockholders at the Annual Meeting of Stockholders held on June 15, 2012. The Company’s Board
of Directors previously approved the name change, and recommended that the Company’s stockholders approve the name change.
The Company’s
Board of Directors believes that the name change would be in the best interests of the Company and its stockholders. The new name
would reflect the strong relationship that the Company enjoys with its majority stockholder — ERBA Diagnostics
Mannheim GmbH, an emerging multi-national company operating in the core business segment of in vitro diagnostics.
In connection with
the name change, the ticker symbol of the Company’s common stock, par value $0.01, on the NYSE MKT (formerly known as the
NYSE Amex) will change from “IVD” to “ERB.” Trading under the new ticker symbol, “ERB,” is
planned to begin at market-open on Monday, June 18, 2012.
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.
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Date: June 15, 2012
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IVAX Diagnostics, Inc.
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By:
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/s/ Kevin D. Clark
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Name: Kevin D. Clark,
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Title: Chief Executive Officer,
Chief
Operating Officer and President
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