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) August 8, 2006
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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0-28740
(Commission
File Number)
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05-0489664
(IRS Employer
Identification No.) |
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100 Clearbrook Road, Elmsford, New York
(Address of Principal Executive Offices)
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10523
(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:
¨ Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b)).
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement.
On August 8, 2006,
BioScrip, Inc. (“BioScrip”) entered into a letter agreement with Anthony
Zappa, BioScrip’s Executive Vice President, providing Mr. Zappa with severance payment protection in
the event he is terminated other than for “Cause” (as defined in the agreement) or he terminates
his employment for “Good Reason” (as defined in the agreement). If at any time Mr. Zappa is
terminated other than for Cause or if he terminates his employment with the Company (or any
successor) for “Good Reason,” (i) he is entitled to receive severance payments equal to one (1)
year of salary at his then current salary level, payable in accordance with BioScrip’s then
applicable payroll practices and subject to all applicable federal, state and local withholding,
and (ii) all outstanding securities contemplated to be issued under the terms of BioScrip’s 2001
Incentive Stock Plan granted to him and held by him at the time of termination shall vest and
become immediately exercisable and shall otherwise be exercisable in accordance with their terms
and conditions. If Mr. Zappa’s employment with BioScrip is terminated for any reason whatsoever,
whether by BioScrip or him, BioScrip would not be liable for, or obligated to pay him, any stock or
cash bonus compensation, incentive or otherwise, or any other compensation contemplated by the
letter agreement not already paid or not already accrued as of the date of such termination, and no
other benefits shall accrue or vest subsequent to such date.
The foregoing summary is qualified in its entirety by
reference to the complete text of the letter
agreement, a copy of which is filed with this report as Exhibit 10.1.
Item 2.02 Results of Operations and Financial Condition.
On August 8, 2006, BioScrip, Inc. issued a press release reporting its financial results for
the three and six months ended June 30, 2006. A copy of that press release is furnished with
this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this
Item 2.02 and in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference
in any filing with the Securities and Exchange Commission, except as shall be expressly provided by
specific reference in such filing.
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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Description of Exhibit |
10.1
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Severance Letter Agreement between BioScrip, Inc. and Anthony Zappa. |
99.1
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Press Release dated August 8, 2006. |
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