FORM 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): October 31, 2008
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) |
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Registrants telephone number, including area code
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(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 31, 2008, Streamline Health Solutions, Inc. (Streamline Health or the Company)
informed Paul W. Bridge, Jr., the Companys Chief Financial Officer, that the Companys Board of
Directors had determined not to renew his employment agreement upon the expiration of its current
term ending January 31, 2009. Subsequently, on November 6, 2008, Mr. Bridge unexpectedly informed
the Company that he was resigning from all positions with the Company and its subsidiaries
effective immediately. Accordingly, Mr. Bridges employment with the Company and its subsidiaries
ended as of November 6, 2008. The Company believes that neither it nor its subsidiaries has any
further obligation under the employment agreement to pay any additional compensation to Mr. Bridge
subsequent to November 6, 2008. The Company further believes that the provisions of Mr. Bridges
employment agreement that survive the end of his employment term, including without limitation
confidentiality and non-competition provisions, shall continue as set forth in the employment
agreement.
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) and
10.1(b) to this report.
Item 7.01 REGULATION FD DISCLOSURE
On November 6, 2008, Streamline Health issued a press release announcing the management change
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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NUMBER |
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DESCRIPTION |
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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 Paul W. Bridge, Jr., effective February 1, 2004 (Previously filed
with the Commission, and incorporated herein by reference from, Exhibit
10.1 of the Registrants (LanVision Systems, Inc.) Form 10-Q for the
fiscal quarter ended July 31, 2004 as filed with the Commission on
September 10, 2004.) |
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10.1 |
(b) |
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Amendment No. 1, effective January 27, 2006, to the Employment Agreement
among Paul W. Bridge, Jr., 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 January 31, 2006.) |
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99.1 |
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News Release of Streamline Health Solutions, Inc. dated November 6, 2008. |
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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: November 6, 2008 |
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 November 6, 2008
News Release
INVESTOR CONTACT:
Joe Diaz, Robert Blum
Lytham Partners, LLC
(602) 889-9700
FOR IMMEDIATE RELEASE
STREAMLINE HEALTH ANNOUNCES EXECUTIVE MANAGEMENT CHANGE
Cincinnati, Ohio, November 6, 2008 - Streamline Health Solutions, Inc. (NASDAQ: STRM) today
announced that it has notified Paul W. Bridge, Jr., the Companys Chief Financial Officer, that his
employment agreement would not be renewed upon the expiration of its current term on January 31,
2009. Subsequently, on November 6, 2008, Mr. Bridge unexpectedly informed the Company that he was
resigning from all positions with the Company and its subsidiaries effective immediately.
The Company intends to conduct a search, considering candidates both within and outside the
Company, to replace Mr. Bridge as the Companys Chief Financial Officer.
J. Brian Patsy, President and Chief Executive Officer, commenting on the executive management
change said, Paul has made significant contributions to Streamline Health over the past 12 years.
He has been an integral part of our executive management team and his dedication and loyalty to the
Company is unparalleled. We greatly appreciate Pauls service to the Company and we wish him the
best in his future endeavors.
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 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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