Table of Contents
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): January 27, 2006
LanVision Systems, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-28132 | 31-1455414 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer 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))
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| Signatures | ||||||||
| INDEX TO EXHIBITS | ||||||||
| EX-10.1 | ||||||||
| EX-10.2 | ||||||||
| EX-10.3 | ||||||||
| EX-10.4 | ||||||||
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement
On January 27, 2006 the Compensation Committee of the Board of Directors of LanVision Systems, Inc.
approved the Company’s 2006 Executive Compensation and authorized Amendments to the Officers
Employment Agreements attached hereto as Exhibit 10.1 through 10.4. The new compensation amounts
are as follows: J. Brian Patsy Chief Executive Officer
($244,519); William A. Geers Chief Operating Officer ($199,500); Paul W. Bridge, Jr. Chief
Financial Officer ($171,156); and Donald E. Vick, Jr. Controller ($101,790). The material terms of
the Employment Agreements are summarized in the Company’s proxy statement dated April 7, 2005 under
the heading Employment Agreements, which information is incorporated herein by reference from that
proxy statement.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
| EXHIBIT NUMBER |
DESCRIPTION | |
| 10.1 | Amendment No. 2 to Employment Agreement of J. Brian Patsy |
|
| 10.2 | Amendment No. 2 to Employment Agreement of William A, Geers |
|
| 10.3 | Amendment No. 1 to Employment Agreement of Paul W. Bridge, Jr. |
|
| 10.4 | Amendment No. 1 to Employment Agreement of Donald E. Vick, Jr. |
Table of Contents
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.
| LanVision Systems, Inc. |
||||
| Date: January 31, 2006 | By: | /s/ Paul W. Bridge, Jr. | ||
| Paul W. Bridge, Jr. | ||||
| Chief Financial Officer | ||||
INDEX TO EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 2 to Employment Agreement of J. Brian Patsy |
|
| 10.2 | Amendment No. 2 to Employment Agreement of William A, Geers |
|
| 10.3 | Amendment No. 1 to Employment Agreement of Paul W. Bridge, Jr. |
|
| 10.4 | Amendment No. 1 to Employment Agreement of Donald E. Vick, Jr. |
| 10.1 | Amendment No. 2 to Employment Agreement of J. Brian Patsy |
Amendment No. 2 to Employment Agreement
This AMENDMENT NO. 2 is entered into as of this 27 day of January, 2006 by and among LanVision
Systems, Inc., a Delaware corporation (“Parent”), LanVision, Inc., an Ohio corporation (“Company”)
and J. Brian Patsy (“Employee”).
WHEREAS, the Company and Employee entered into an Employment Agreement dated as of February 1,
2003 (“Employment Agreement”), as amended, whereby Parent and the Company agreed to employ the
Employee; and
WHEREAS, Parent, the Company and Employee desire to amend the Employment Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:
In consideration of the Employee’ responsibilities and roles, Parent and the Company agree to pay
Employee effective February 1, 2006, Employee’s salary for the period commencing on such date
through January 31, 2007 shall be Two Hundred Forty-four Thousand five-hundred nineteen Dollars
($244,519).
Continuing Agreement. Except for the changes set forth in this Amendment No. 2 the Employment
Agreement remains in full force and effect without modification.
Counterparts. This Amendment No. 2 may be signed in counterparts by Parent, the Company and
Employee.”
IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 as of the date set forth
above.
| LanVision Systems, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| LanVision, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| Employee | ||||||
| /s/ J. Brian Patsy | ||||||
| J. Brian Patsy | ||||||
| 10.2 | Amendment No. 2 to Employment Agreement of William A, Geers |
Amendment No. 2 to Employment Agreement
This AMENDMENT NO. 2 is entered into as of this 27th day of January, 2006 by and among
LanVision Systems, Inc., a Delaware corporation (“Parent”), LanVision, Inc., an Ohio corporation
(“Company”) and William A. Geers (“Employee”).
WHEREAS, the Company and Employee entered into an Employment Agreement dated as of February 1,
2004 (“Employment Agreement”), as previously amended whereby Parent and the Company agreed to
employ the Employee, and the Employee agreed to serve, as Vice President of Product Development;
and
WHEREAS, Parent, the Company and Employee desire to amend the Employment Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:
1. Compensation. In consideration of the Employee’s responsibilities and roles,
Parent and the Company agree to pay Employee effective February 1, 2006, Employee’s salary for the
period commencing on such date through January 31, 2007 shall be One Hundred Ninety-nine Thousand
five-hundred Dollars ($199,500).
2. Continuing Agreement. Except for the changes set forth in this Amendment No. 2
the Employment Agreement, as amended, remains in full force and effect without modification.
3. Counterparts. This Amendment No. 2 may be signed in counterparts by Parent, the
Company and Employee.
IN
WITNESS WHEREOF, the parties have executed this Amendment
No. 2 as of the date set forth
above.
| LanVision Systems, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| LanVision, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| Employee | ||||||
| /s/ William A Geers | ||||||
| William A. Geers |
||||||
| 10.3 | Amendment No. 1 to Employment Agreement of Paul W. Bridge, Jr. |
Amendment No. 1 to Employment Agreement
This AMENDMENT NO. 1 is entered into as of this 27 day of January, 2006 by and among LanVision
Systems, Inc., a Delaware corporation (“Parent”), LanVision, Inc., an Ohio corporation (“Company”)
and Paul W. Bridge, Jr. (“Employee”).
WHEREAS, the Company and Employee entered into an Employment Agreement dated as of February 1,
2004 (“Employment Agreement”), whereby Parent and the Company agreed to employ the Employee; and
WHEREAS, Parent, the Company and Employee desire to amend the Employment Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:
In consideration of the Employee’ responsibilities and roles, Parent and the Company agree to pay
Employee effective February 1, 2006, Employee’s salary for the period commencing on such date
through January 31, 2007 shall be One Hundred Seventy-one Thousand one-hundred fifty-six Dollars
($171,156).
Continuing Agreement. Except for the changes set forth in this Amendment No. 1 the Employment
Agreement remains in full force and effect without modification.
Counterparts. This Amendment No. 1 may be signed in counterparts by Parent, the Company and
Employee.”
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date set forth
above.
| LanVision Systems, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| LanVision, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| Employee | ||||||
| /s/ Paul W. Bridge, Jr. | ||||||
| Paul W. Bridge, Jr. | ||||||
| 10.4 | Amendment No. 1 to Employment Agreement of Donald E. Vick, Jr. |
Amendment No. 1 to Employment Agreement
This AMENDMENT NO. 1 is entered into as of this 27 day of January, 2006 by and among LanVision
Systems, Inc., a Delaware corporation (“Parent”), LanVision, Inc., an Ohio corporation (“Company”)
and Donald E. Vick, Jr. (“Employee”).
WHEREAS, the Company and Employee entered into an Employment Agreement dated as of December 3,
1996 (“Employment Agreement”), whereby Parent and the Company agreed to employ the Employee; and
WHEREAS, Parent, the Company and Employee desire to amend the Employment Agreement as set
forth herein;
NOW, THEREFORE, in consideration of the premises and the agreements contained herein, and
other good and valuable consideration, the receipt and adequacy of which the parties hereby
acknowledge, the parties agree as follows:
In consideration of the Employee’ responsibilities and roles, Parent and the Company agree to pay
Employee effective February 1, 2006, Employee’s salary for the period commencing on such date
through January 31, 2007 shall be One Hundred One Thousand Seven hundred ninety Dollars ($101,790).
Continuing Agreement. Except for the changes set forth in this Amendment No. 1 the Employment
Agreement remains in full force and effect without modification.
Counterparts. This Amendment No. 1 may be signed in counterparts by Parent, the Company and
Employee.”
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of the date set forth
above.
| LanVision Systems, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| LanVision, Inc. | ||||||
| By: | /s/ Paul W. Bridge, Jr. | |||||
| Paul W. Bridge, Jr. | ||||||
| Chief Financial Officer | ||||||
| Employee | ||||||
| /s/ Donald E. Vick, Jr. | ||||||
| Donald E. Vick, Jr. | ||||||