Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
March
22, 2010
--------------------
Date of
Report
(Date of
Earliest Event Reported)
IMAGING
DIAGNOSTIC SYSTEMS, INC.
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(Exact
name of registrant as specified in its charter)
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Florida
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0-26028
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22-2671269
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(State
or Other Jurisdiction of
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(Commission
File Number)
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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5307
NW 35th
TERRACE
FORT
LAUDERDALE, FL 33309
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(Address
of principal executive offices)
(954)
581-9800
-----------------------------------------
(Registrant’s
telephone number)
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act
(17
CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17
CFR 240.14a-12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act. (17 240.14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act. (17 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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See Item
5.02 below — “Departure of Directors or Principal Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers —Employment and Stock Option Agreement for Executive
Officers.”
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers
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Employment
and Stock Option Agreements for Executive Officers
On March
22, 2010, Imaging Diagnostic Systems, Inc. (the “Company”) entered into two-year
employment agreements (the “Agreements”) and accompanying stock option
agreements with Linda B. Grable, Chairman of the Board and Chief Executive
Officer, (“Grable”) Allan L. Schwartz, Executive Vice President and Chief
Financial Officer, (“Schwartz”) and Deborah O’Brien, Senior Vice President,
(“O’Brien”). Each Agreement is for a two-year term commencing March
22, 2010. The Agreements provide annual base salaries of $168,000 per
annum for Grable, $192,000 for Schwartz, and $138,000 for
O’Brien. Each executive officer’s option agreement provides an option
to purchase 6,000,000 shares of the Company’s common stock, of which 3,000,000
shares vested and became exercisable on the effective date of the employment
agreement and 3,000,000 shares shall vest and become exercisable on March 22,
2011. The option exercise price per share is $.05, the closing price
of the Company’s common stock on March 22, 2010. Grable’s new
employment agreement replaces her previous employment agreement which expires on
April 15, 2010. The employment agreements for Mr. Schwartz and Ms.
O’Brien expired on March 22, 2010 and September 14, 2008,
respectively.
Attached
and incorporated by reference: Exhibit 10.108 Employment and Stock Option
Agreement for Grable, Exhibit 10.109 Employment and Stock Option Agreement for
Schwartz, and Exhibit 10.110 Employment and Stock Option Agreement for
O’Brien.
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Item
9.01
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Financial
Statements and Exhibits
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(c)
Exhibits
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10.108
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Employment
Agreement and Stock Option Agreement dated March 22, 2010, between Imaging
Diagnostic Systems, Inc. and Linda B. Grable, Chief Executive
Officer.
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10.109
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Employment
Agreement and Stock Option Agreement dated March 22, 2010, between Imaging
Diagnostic Systems, Inc. and Allan L. Schwartz, Executive Vice President
and Chief Financial Officer.
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10.110
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Employment
Agreement and Stock Option Agreement dated March 22, 2010, between Imaging
Diagnostic Systems, Inc. and Deborah O’Brien, Senior
Vice-President.
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SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
IMAGING
DIAGNOSTIC SYSTEMS, INC.
Dated:
March 25, 2010
/s/ Allan L.
Schwartz
By: Allan
L. Schwartz
Executive
Vice President
Chief
Financial Officer