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): August 17, 2018

 

Streamline Health Solutions, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

0-28132

 

31-1455414

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification No.)

 

1230 Peachtree Street, NE, Suite 600

Atlanta, GA 30309

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (404) 446-2052

 

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 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 August 21, 2018, Streamline Health Solutions, Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Thomas J. Gibson as the Company’s Senior Vice President and Chief Financial Officer, with such appointment to become effective as of September 10, 2018 (the “Effective Date”).

 

Mr. Gibson, 55, served as Chief Financial Officer of Citra Health Solutions, a leading healthcare services and technology firm, from January 2017 to August 2018 and of Vivex Biomedical, Inc., a regenerative biologics company, from 2014 to 2016. Prior to his service with Vivex, Mr. Gibson served as Principal Accounting Officer, Senior Vice President of Finance and Corporate Controller at R1 RCM (previously Accretive Health, Inc.), a healthcare revenue cycle management company, in 2014.  Mr. Gibson also served as Chief Accounting Officer of Greenway Medical Technologies, a provider of integrated information technology solutions and managed business services to healthcare providers, in 2013 and in various senior financial positions at MedAssets, a healthcare performance improvement company, from 2008 to 2013. Mr. Gibson spent the first 15 years of his professional career with Big 4 CPA firms working with both public and private companies.

 

There are no family relationships between Mr. Gibson and any director or executive officer of the Company and no related party transactions required to be reported under Item 404(a) of Regulation S-K.

 

In connection with his employment by the Company, on August 17, 2018, the Compensation Committee of the Board approved the material terms of Mr. Gibson’s compensation arrangement, which are expected to be reflected in an employment agreement with Mr. Gibson to be entered into on or before the Effective Date (the “Employment Agreement”).

 

1.  Compensation.  Mr. Gibson will receive an annual base salary of $275,000 and will be eligible for an annual incentive bonus (at target equal to 40% of his annual base salary), based on individual and Company performance.  Mr. Gibson will also be eligible to receive the standard employee benefits made available by the Company to its employees generally. The Employment Agreement is also expected to contain customary confidentiality provisions and non-competition covenants.

 

2.  Initial Equity Awards.  The Company intends to grant to Mr. Gibson on the Effective Date 100,000 restricted stock units (the “Initial RSUs”).  The Initial RSUs are expected to be granted outside of the Company’s Amended and Restated 2013 Stock Incentive Plan (the “Equity Plan”) as inducement grants pursuant to the terms of a Restricted Stock Unit grant agreement. Additionally, the Company will grant Mr. Gibson, effective as of February 1, 2019, an additional 50,000 RSUs (the “2019 RSUs” and, together with the Initial RSUs, the “Equity Awards”).  The Equity Awards will vest in three substantially equal annual installments over the first three years of employment. The grants of the Equity Awards were approved by the Company’s Compensation Committee and were granted as an inducement material to Mr. Gibson entering into employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

 

A copy of the press release announcing Mr. Gibson’s appointment is furnished as Exhibit 99.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed herewith:

 

Exhibit No.

 

Description

99.1

 

Press release dated August 21, 2018

 

2



 

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.

 

 

Streamline Health Solutions, Inc.

 

 

 

 

Date: August 21, 2018

By:

/s/ David Sides

 

Name:

David Sides

 

Title:

President and Chief Executive Officer

 

3


Exhibit 99.1

 

News Release

 

STREAMLINE HEALTH NAMES THOMAS J. GIBSON SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER

 

Former CFO of Citra Health Solutions Brings Years of Public and Private Company Financial and Operational Experience to STRM

 

Atlanta, GA — August 21, 2018 — Streamline Health Solutions, Inc. (the “Company”) (NASDAQ: STRM), provider of integrated solutions, technology-enabled services and analytics supporting revenue cycle optimization for healthcare enterprises, today announced the hiring of Thomas (Tom) J. Gibson as Senior Vice President and Chief Financial Officer for the Company, effective September 10, 2018.

 

Mr.Gibson, 55, is the former Chief Financial Officer of Citra Health Solutions and Vivex Biomedical, Inc. Prior to his service with Citra, Mr. Gibson served as the Principal Accounting Officer, Senior Vice President of Finance and Corporate Controller at R1 RCM (previously Accretive Health, Inc.).  Mr. Gibson previously served with Greenway Medical Technologies as Chief Accounting Officer and with MedAssets as Senior Vice President, Finance and before that as Vice President of Revenue Cycle Management. Mr. Gibson spent the first 15 years of his professional career with Big 4 CPA firms working with both public and private companies.

 

“We are pleased to have Tom Gibson join our management team as Senior Vice President and Chief Financial Officer,” stated David Sides, President and Chief Executive Officer, Streamline Health. “Given Tom’s background in accounting with Big 4 firms such as PwC and EY, he is quite accomplished in complicated revenue recognition such as performance-based contracts in healthcare and software.  We look forward to his contributions, specifically inside the Company focusing on funding revenue growth, and outside the Company working more directly with the investor community.”

 

“I am very excited about the growth opportunities at Streamline Health and believe that I am joining the company at a very good time in its lifecycle,” Mr. Gibson stated.  “Having spent most of my career in the healthcare industry, specifically in software, and being intimately familiar with Revenue Cycle Management, I think Streamline’s solutions and services are very well positioned in the middle of a healthcare providers’ revenue cycle.  I want to help orchestrate strategies focused on revenue growth while continuing to successfully manage costs to help increase cash flow.”

 

In connection with his employment, the Company intends to grant equity awards to Mr. Gibson on the effective date of his employment, including 100,000 restricted stock units, which are expected to be granted outside of the Company’s Amended and Restated 2013 Stock Incentive Plan. Additionally, the Company will grant to Mr. Gibson, effective as of February 1, 2019, an additional 50,000 restricted stock units. The restricted stock units will vest in three substantially equal annual installments over the first three years of employment. The grants were approved by the Compensation Committee of the Board of Directors and were granted as an inducement

 



 

material to Mr. Gibson’s entering into employment with the Company in reliance on Nasdaq Listing Rule 5635(c)(4), which requires this public announcement.

 

About Streamline Health

 

Streamline Health Solutions, Inc. (NASDAQ: STRM) is a healthcare industry leader in capturing, aggregating, and translating enterprise data into knowledge — producing actionable insights that support revenue cycle optimization for healthcare enterprises.   We deliver integrated solutions, technology-enabled services and analytics that empower providers to drive revenue integrity in a value-based world. We share a common calling and commitment to advance the quality of life and the quality of healthcare — for society, our clients, the communities they serve, and the individual patient. For more information, please visit our website at www.streamlinehealth.net.

 

Safe Harbor statement under the Private Securities Litigation Reform Act of 1995

 

Statements made by Streamline Health Solutions, Inc. that are not historical facts are forward-looking statements that are subject to certain risks, uncertainties and important factors that could cause actual results to differ materially from those reflected in the forward-looking statements included herein. Forward-looking statements contained in this press release include, without limitation, statements regarding the Company’s growth opportunities and revenue growth strategy.  These risks and uncertainties include, but are not limited to, the timing of contract negotiations and execution of contracts and the related timing of the revenue recognition related thereto, the potential cancellation of existing contracts or clients not completing projects included in the backlog, the impact of competitive solutions and pricing, solution demand and market acceptance, new solution development and enhancement of current solutions, key strategic alliances with vendors and channel partners that resell the Company’s solutions, the ability of the Company to control costs, availability of solutions from third party vendors, the healthcare regulatory environment, potential changes in legislation, regulation and government funding affecting the healthcare industry, healthcare information systems budgets, availability of healthcare information systems trained personnel for implementation of new systems, as well as maintenance of legacy systems, fluctuations in operating results, effects of critical accounting policies and judgments, changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or other similar entities, changes in economic, business and market conditions impacting the healthcare industry generally and the markets in which the Company operates and nationally, and the Company’s ability to maintain compliance with the terms of its credit facilities, and other risks detailed from time to time in the Streamline Health Solutions, Inc. filings with the U. S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly release the results of any revision to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

 

Company Contact:

Randy Salisbury

SVP, Chief Marketing Officer

(404) 229-4242

randy.salisbury@streamlinehealth.net