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
December 20,
2010
(Date of
earliest event reported)
IVAX Diagnostics,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
1-14798
|
11-3500746
|
||
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
||
incorporation
or organization)
|
||||
2140
North Miami Avenue
|
33127
|
|||
Miami, Florida
|
(Zip
Code)
|
|||
(Address
of principal executive offices)
|
(305)
324-2300
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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):
[
] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
December 20, 2010, IVAX Diagnostics, Inc. (the “Company”) entered into a
Confidential General Release of All Claims (the “Agreement”) with Charles R.
Struby, Ph.D., who, as previously announced, resigned as the Company’s Chief
Executive Officer and President, effective September 3, 2010.
The
Agreement includes a release by Dr. Struby in favor of the Company and provides
for Dr. Struby to forfeit in its entirety the option to purchase 100,000 shares
of the Company’s common stock which was previously granted to Dr. Struby under
the Company’s 1999 Performance Equity Plan. In addition, Dr. Struby
has expressly agreed to continue to be bound by the non-disclosure,
non-solicitation, anti-raiding and non-disparagement covenants contained in his
Employment Agreement with the Company.
Pursuant
to the terms and conditions of the Agreement, the Company has agreed to pay Dr.
Struby $205,000 in lieu of any compensation that he would otherwise have been
entitled to receive in accordance with his Employment Agreement. The
payment contemplated by the Agreement is required to be made in two equal
installments, the first of which is due on or before January 5, 2011 and the
second of which is due on or before March 31, 2011. The Company has
also agreed, as contemplated by Dr. Struby’s Employment Agreement, to maintain
in full force and effect for a period of twelve months for the continued benefit
of Dr. Struby and his spouse and dependents all welfare benefit plans and
programs in which Dr. Struby or his spouse or dependents were participating at
September 3, 2010 and to continue Dr. Struby’s and his spouse’s and dependents’
medical coverage for a period ending upon the earlier of September 3, 2011 and
such time as Dr. Struby becomes covered by another employer group health plan or
by Medicare.
Pursuant
to applicable law, the Agreement, while fully executed, remains subject to Dr.
Struby’s unconditional right to revoke the Agreement on or before December 27,
2010.
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.
IVAX
DIAGNOSTICS, INC.
|
|||
|
By:
|
/s/ Arthur R. Levine | |
Arthur R. Levine | |||
Chief
Financial Officer
|
|||
Dated: December
22, 2010