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)
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Delaware
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0-28132
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31-1455414 |
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(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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10200 Alliance Road, Suite 200, Cincinnati, OH
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45242-4716 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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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 Healths 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 Healths 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 Healths
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 Healths Application Hosting Services operations since its
inception in 1997.
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There are no family relationships between Mr. Brown and any Director or Executive Officer of
Streamline Health Solutions, Inc. Since the beginning of Streamline Healths 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
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EXHIBIT |
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DESCRIPTION |
10.1(a)
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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 Registrants (LanVision Systems, Inc.) Form 8-K, as filed with
the commission on December 9, 2004.) |
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10.1(b)
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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 Registrants (LanVision Systems,
Inc.) Form 8-K, as filed with the commission on December 9, 2004.) |
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10.1(c)
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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 Registrants (LanVision Systems,
Inc.) Form 8-K, as filed with the commission on January 31, 2006.) |
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99.1
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News Release of Streamline Health Solutions, Inc. dated October 3, 2007. |
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Management Contracts and Compensatory Arrangements. |
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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.
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Streamline Health Solutions, Inc. |
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Date: October 3, 2007 |
By: |
/s/ J. Brian Patsy
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J. Brian Patsy |
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Chief Executive Officer |
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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 Companys 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 Companys client satisfaction performance.
The Company has determined that Mr. Geers will not be replaced and that other members of the
Companys 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 Companys 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 Companys client satisfaction index as
published by a national healthcare software vendor performance indication service. Im sure that
Bills 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 Companys 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
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solutions for automating document-intensive environments, including document workflow, document
management, e-forms, portal connectivity, optical character recognition (OCR), and
interoperability.
Streamline Healths 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 managements 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.
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