Streamline Health Solutions, Inc. 8-K
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 28, 2007
Streamline Health Solutions, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-28132   31-1455414
         
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
     
10200 Alliance Road, Suite 200, Cincinnati, OH   45242-4716
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code (513) 794-7100
Check the appropriate box below if the Form 8-K 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))
 
 

 


 

Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
Item 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
     On October 3, 2007, Streamline Health Solutions, Inc. (“Streamline Health”) announced the termination of the employment of William A. Geers, Streamline Health’s Vice President of Development and Chief Operating Officer effective as of October 1, 2007. Accordingly, the employment agreement between Streamline Health and Mr. Geers also terminated. Pursuant to the terms of the employment agreement, Streamline Health will pay severance to Mr. Geers in the amount of $143,389, which equals 60% of his current salary plus 60% of the bonuses paid to him during Streamline Health’s last completed fiscal year. The employment agreement, as amended, has been previously filed with the Securities and Exchange Commission and is incorporated herein by reference as shown in Exhibits 10.1(a), 10.1(b) and 10.1(c) to this report.
     Streamline Health and Mr. Geers have agreed that Mr. Geers will provide certain ongoing consulting services through April 30, 2008. The specific terms and conditions of this consulting arrangement have not yet been finalized.
     Streamline Health has determined that Mr. Geers will not be replaced and that other members of the existing management team will assume additional responsibilities.
     On October 2, 2007, the Board of Directors of Streamline Health appointed Gary M. Winzenread (age 43) as Vice President of Product Development and Strategy. Mr. Winzenread joined Streamline Health in June, 2007. Prior to that time, from June, 2006 Mr. Winzenread was a principal Consultant of Cognate, LLC, in the areas of change management, business strategies, creation of business plans and defining key business metrics. From March 2004 through June 2006, he was Vice President of Business Development and Marketing at Number Six Software which acquired Praxis Solutions, LLC of which he was President, Chief Executive Officer and Founder since June 1998. Praxis was a software development company doing custom development, process improvement and methodology enhancement, project and program management for numerous companies including Fortune 500 Companies. There are no family relationships between Mr. Winzenread and any Director or Executive Officer of Streamline Health Solutions, Inc. Since the beginning of Streamline Health’s last fiscal year, Mr. Winzenread has had no relationships with Streamline Health that would require disclosure under Item 404 of Regulation S-K.
     On October 2, 2007, the Board of Directors of Streamline Health appointed Joseph O. Brown, II (age 47) as Vice President of Client Services and Chief Information Officer. Mr. Brown has been an employee of Streamline Health since 1991, and has served in many positions including Client Support, Implementation Services, and Corporate Information Services. In addition, Mr. Brown developed and has managed Streamline Health’s Application Hosting Services operations since its inception in 1997.

2


 

There are no family relationships between Mr. Brown and any Director or Executive Officer of Streamline Health Solutions, Inc. Since the beginning of Streamline Health’s last fiscal year, Mr. Brown has had no relationships with Streamline Health that would require disclosure under Item 404 of Regulation S-K.
Item 7.01 REGULATION FD DISCLOSURE
     On October 3, 2007, Streamline Health issued a press release announcing the management changes described above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this Item 7.01. The information in this Item 7.01, including the press release, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
         
EXHIBIT        
NUMBER       DESCRIPTION
10.1(a)
  #   Employment Agreement among Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc., Streamline Health, Inc. f/k/a LanVision, Inc. and William A. Geers effective February 1, 2004 (Previously filed with the Commission, and incorporated herein by reference from, Exhibit 10.2 of the Registrant’s (LanVision Systems, Inc.) Form 8-K, as filed with the commission on December 9, 2004.)
 
       
10.1(b)
  #   Amendment No. 1 dated December 8, 2004 to the Employment Agreement among William A. Geers, Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc. and Streamline Health, Inc. f/k/a LanVision, Inc. (Previously filed with the Commission, and incorporated herein by reference from, Exhibit 10.3 of the Registrant’s (LanVision Systems, Inc.) Form 8-K, as filed with the commission on December 9, 2004.)
 
       
10.1(c)
  #   Amendment No. 2 dated January 27, 2006 to the Employment Agreement among William A. Geers, Streamline Health Solutions, Inc. f/k/a LanVision Systems, Inc. and Streamline Health, Inc. f/k/a LanVision, Inc. (Previously filed with the Commission, and incorporated herein by reference from, Exhibit 10.2 of the Registrant’s (LanVision Systems, Inc.) Form 8-K, as filed with the commission on January 31, 2006.)
 
       
99.1
      News Release of Streamline Health Solutions, Inc. dated October 3, 2007.
 
#   Management Contracts and Compensatory Arrangements.

3


 

Signatures
     Pursuant to the requirements of the Securities Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Streamline Health Solutions, Inc.  
     
Date: October 3, 2007  By:   /s/ J. Brian Patsy    
    J. Brian Patsy   
    Chief Executive Officer   
 

4

EX-99.1
 

Exhibit 99.1
STREAMLINE HEALTH SOLUTIONS, INC.
News Release of Streamline Health Solutions, Inc. Dated October 3, 2007
News Release
COMPANY CONTACT:
J. Brian Patsy
Chief Executive Officer
(513) 794-7100
FOR IMMEDIATE RELEASE
STREAMLINE HEALTH ANNOUNCES EXECUTIVE MANAGEMENT CHANGES
Cincinnati, Ohio, October 3, 2007 -— Streamline Health Solutions, Inc. (NASDAQ: STRM) today announced a reorganization of its executive management team. William A. Geers, the Company’s Vice President of Product Development and Chief Operating Officer has announced his intent to establish his own consulting company and his employment with the Company terminated effective as of October 1, 2007. Mr. Geers has agreed to continue as a consultant to the Company through April 30, 2008 focusing on continued improvement in the Company’s client satisfaction performance.
The Company has determined that Mr. Geers will not be replaced and that other members of the Company’s management team will assume additional responsibilities. Gary Winzenread, Vice President of Product Strategy, has been appointed Vice President of Product Development and Strategy. Mr. Winzenread will be responsible for formulating the Company’s product direction and product architecture, in addition to driving product delivery. Joe Brown, Chief Information Officer, has been appointed Vice President of Client Services and will continue in his role as Chief Information Officer. Mr. Brown will be responsible for implementation services, customer support services, hosted services and information technology services.
J. Brian Patsy, President and Chief Executive Officer, commenting on the executive management changes said, “Bill has made significant contributions to Streamline Health over the past 11 years. He has been an integral part of our executive management team as we enhanced core solutions and expanded our focus toward workflow and business process management initiatives. During this period, Bill was instrumental in significantly improving the Company’s client satisfaction index as published by a national healthcare software vendor performance indication service. I’m sure that Bill’s passion for exceptional customer service will serve him well in his new endeavor.”
In commenting on his departure, Bill Geers said, “It has been an extremely rewarding experience for me to serve Streamline Health and work with its quality people and prestigious customers. I am very optimistic about the Company’s future; however, it has been a desire of mine to establish my own consulting company to help similar organizations provide exceptional customer service. I am looking forward to this new challenge, as well as the opportunity to work with Streamline Health in a different capacity.”
About Streamline Health Solutions, Inc.
Streamline Health is a leading supplier of workflow and document management tools, applications and services that enable strategic business partners and healthcare organizations to improve operational efficiencies through business process optimization.  The Company provides integrated technology

5


 

solutions for automating document-intensive environments, including document workflow, document management, e-forms, portal connectivity, optical character recognition (OCR), and interoperability.
Streamline Health’s solutions create a permanent document-based repository of historical health information that is complementary and can be seamlessly integrated with existing disparate clinical, financial and administrative information systems, providing convenient electronic access to all forms of patient information from any location, including secure web-based access.  For additional information, 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 risks and uncertainties.  The forward-looking statements contained herein 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.  These risks and uncertainties include, but are not limited to, the timing of the closing of contracts and the timing of the subsequent revenue recognition related thereto ,the impact of competitive products and pricing, product demand and market acceptance, new product development, key strategic alliances with vendors that resell the Company products, the ability of the Company to control costs, availability of products produced from third party vendors, the healthcare regulatory environment, 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 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.

6