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): April
14, 2010
Zynex,
Inc.
(Exact
name of Registrant as specified in its charter)
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Nevada
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33-26787-D
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90-0275169
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(State
or other
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(Commission
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(I.R.S.
Employer
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Jurisdiction
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File
Number)
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Identification
No.)
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of
incorporation)
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9990
Park Meadows Drive, Lone Tree, CO
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80124
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone
number: (303)
703-4906
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 (see General Instruction A.2. below):
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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 CFR240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR240.13e-4(c))
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Item.
5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
A.
On April 14, 2010,
the independent members of the Board of Directors of Zynex, Inc. (the “Company”)
approved of an amendment (the “Amendment”) to the employment agreement of Thomas
Sandgaard (the “Employment Agreement”), the Company’s President and Chief
Executive Officer. Among other things, the Amendment provides
for:
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1.
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Extension
of the term of the Employment Agreement through December 31,
2010.
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2.
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An
increase of Mr. Sandgaard’s annual base salary to $360,000, commencing on
April 1, 2010.
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3.
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Bonus
compensation based on exceeding cash collections, EBITDA and revenue
amounts set as targets for the quarter or year, as the case may be, based
on the Company’s budget that has been accepted by the Board for the
applicable periods. The annual bonus may be earned irrespective
of whether an individual quarter’s bonus was earned and is applicable for
2010; although, the quarterly based bonuses are effective for quarters
beginning April 1, 2010. The bonus computations are as
follows:
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Cash
Collections Meeting Targeted
Amounts*
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Quarterly
Bonus
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Annual
Bonus
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Less
than 100%
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$0
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$0
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at
or >100%
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$15,000
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$20,000
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EBITDA
Meeting
Targeted Amounts*
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Quarterly
Bonus
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Annual
Bonus
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Less
than 100%
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$0
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$0
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at
or >100%
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$15,000
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$20,000
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Net
Revenue Meeting Targeted
Amounts*
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Quarterly
Bonus
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Annual
Bonus
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Less
than 100%
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$0
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$0
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at
or >100%
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$15,000
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$20,000
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*The Board may include or exclude
amounts from cash collections, EBITDA or net revenue for purposes of calculating
the bonus if the Board deems such amounts to be unusual or
infrequent.
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2 -
B.
On April 14, 2010, the Company approved of an amendment to the employment
arrangement with Fritz G. Allison, the Company’s Chief Financial Officer, to increase his base salary from
$13,000 per month to $14,000 per month, effective April 1,
2010.
Item 8.01.
Other
Events.
Effective April 14, 2010, the Board of Directors changed the standard
compensation for non-employee directors to:
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●
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A
quarterly issuance of shares of the Company’s common stock with a market
value equal to $5,000, or $7,500 in the case of the Chair of the Audit
Committee. The market value of the common stock is based upon
the closing price of the common stock on the second day of the respective
quarter, except for the first quarter of 2010, for which the date is April
14, 2010. In addition, non-employee directors receive $1,500
cash, or $2,250 in the case of the Chair of the Audit Committee, per
quarter.
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●
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$1,750
cash, or $2,000 in the case of the Chair of the Audit Committee, for each
Board meeting attended in person and for each Audit Committee meeting
attended in person. Board and Audit Committee meeting fees for
meetings held on the same day are paid as if they were one
meeting.
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●
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$500
cash for any Board meeting attended by telephone or any meeting of the
Audit Committee attended by telephone.
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●
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An
immediately vested grant of options to purchase 4,000 shares of common
stock to be issued on May 20, 2010 with an exercise price equal to the
closing price on that day.
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3 -
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Zynex,
Inc.
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(Registrant)
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Date: April
20, 2010
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By:
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/s/
Fritz Allison
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Fritz
Allison
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Chief
Financial Officer
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