UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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 25, 2006
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-28740
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05-0489664 |
| (State or Other Jurisdiction of
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(Commission
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(IRS Employer |
| Incorporation)
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File Number)
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Identification No.) |
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| 100 Clearbrook Road, Elmsford, New York
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10523 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code (914) 460-1600
(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:
o Written communications pursuant to Rule 425 under the Section 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)).
TABLE OF CONTENTS
Item 2.01 Entry Into a Material Definitive Agreement.
On May 25, 2006 BioScrip, Inc. (the “Company”) entered into a separation agreement with Gregory H.
Keane, its Executive Vice President, Chief Financial Officer and Treasurer which provides for the
termination of Mr. Keane’s employment with the Company on June 9, 2006. The separation agreement,
which is consistent with the terms of Mr. Keane’s current severance agreement with the Company,
provides that Mr. Keane will receive a severance payment equal to one year of salary at his then
current gross salary level as well as an amount equal to the average of any bonus or incentive
compensation paid or payable to him for the two most recent fiscal years. In addition, Mr. Keane
will receive payment for all vacation days accrued and unused through the date of termination as
well as reimbursement of any COBRA premiums paid by Mr. Keane on behalf of himself and his
dependents for the one (1) year period following termination. Mr. Keane has also agreed to provide
consulting services to the Company on a reasonable and as needed basis following his termination.
The Company has agreed to pay Mr. Keane two hundred dollars ($200) per hour for any consulting
services rendered. Mr. Keane has provided a customary release and other confidentiality,
non-competition and non-solicitation covenants for one year from the termination of his employment
with the Company. The foregoing summary is qualified in its entirety by reference to the complete
text of the Separation Agreement, a copy of which is filed with this report as Exhibit 10.1. A
copy of the press release announcing Mr. Keane’s termination is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following information is furnished as an exhibit to this Current Report:
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| Exhibit No. |
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Description of Exhibit |
10.1
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Separation Agreement, dated
May 25, 2006, between BioScrip, Inc. and Gregory H. Keane |
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99.1
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Press Release dated June 1, 2006 |
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