Unassociated Document
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
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Date
of Report (Date of Earliest Event Reported): February 27,
2008
(February
26, 2008)
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ISORAY,
INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
(State
or other jurisdiction
of
incorporation)
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001-33407
(Commission
File
Number)
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41-1458152
(IRS
Employer
Identification
No.)
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350
Hills Street, Suite 106, Richland, Washington 99354
(Address
of principal executive offices) (Zip Code)
(509)
375-1202
(Registrant's
telephone number)
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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
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On
February 26, 2008, Roger Girard, Chairman, President and CEO of IsoRay, Inc.
(the "Company"), resigned from all positions held with the Company and its
subsidiaries, including resigning from Board service. There was no disagreement,
as defined in 17 CFR 240.3b-7, between the Registrant and Mr. Girard at the
time
of Mr. Girard's resignation from the Board of Directors.
In
connection with Mr. Girard's resignation, and in lieu of the severance
arrangements contained in his Employment Agreement with the Company dated
October 6, 2005, the Company has agreed to make a one time payment to Mr. Girard
of $250,000 (less withholding) on or before March 15, 2008. The Company has
also
agreed to release Mr. Girard from certain personal guarantees of Company debt
and cancel 150,612 shares of common stock either issued in connection with
the
guarantees or contingent on his employment through August 2008, continue
providing him with certain benefits for one year, and extend the exercise period
for Mr. Girard's vested options to purchase 547,173 shares of common stock
until
May 31, 2009. All unvested options held by Mr. Girard terminated upon his
resignation as provided in the Company's applicable stock option plans. Mr.
Girard has also agreed to provide consulting services on request through May
15,
2008.
Also
on
February 26, 2008, the Company's Board appointed Dwight Babcock, one of the
Company's directors, as interim CEO and as Chairman of the Board, and appointed
Lori Woods, who presently serves as Vice President, as Acting Chief Operating
Officer.
Mr.
Babcock, age 60, has served as Chairman and Chief Executive Officer of Apex
Data
Systems, Inc. an information technology company, since 1975. Apex Data Systems
automates the administration and claims adjudication needs of insurance
companies both nationally and internationally. Mr. Babcock was formerly
President and CEO of Babcock Insurance Corporation (BIC) from 1974 until 1985.
BIC was a nationally recognized third party administrator operating within
35
states. Mr. Babcock has knowledge and experience in the equity arena and has
participated in various activities within the venture capital, private and
institutional capital markets. Mr. Babcock studied marketing and economics
at
the University of Arizona where he currently serves on the University of Arizona
Astronomy Board.
Ms.
Woods, age 45, joined the Company in July 2006 and has over 20 years experience
in medical device technology and healthcare services. Ms. Woods served as the
CEO of Pro-Qura, a medical services company focusing on brachytherapy quality
assurance and education, from 2002 until joining the Company. During her tenure
at Pro-Qura, Ms. Woods developed its business strategy, expanded its business
portfolio in quality assurance beyond prostate brachytherapy into other areas
of
cancer, and increased funding by 50%. Prior to this, she served as the Vice
President of Sales at ATI Medical in 2002, Vice President of Sales - West and
Vice President of Marketing and Business Development for Imagyn Medical
Technologies from 2000 to 2002, Director of Business Development for Seattle
Prostate Institute from 1998 to 2000, and Regional Vice President and Regional
Manager of Interdent from 1994 to 1998. Ms. Woods holds a Bachelor of Science
degree in Business Administration - Marketing from Loma Linda
University.
Mr.
Babcock does not have any employment agreement or other compensatory agreement
in place with the Company, although he will be compensated $4,000 per month
for
his service as interim CEO and $3,000 per month for his service as Chairman,
and
Ms. Woods' existing Employment Agreement, dated February 14, 2007, was not
modified or amended in connection with her promotion to Acting Chief Operating
Officer.
In
addition to historic information, this report, including the exhibit, contains
forward-looking statements regarding events, performance and financial trends.
Various factors could affect future results and could cause actual results
to
differ materially from those expressed in or implied by the forward-looking
statements. Some of those factors are identified in the Company’s periodic
reports filed with the Securities and Exchange Commission, the most recent
of
which is the Company’s Annual Report on Form 10-KSB for the year ended
June 30, 2007.
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Financial
Statements and Exhibits
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Exhibit
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Description
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99.1
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Press
release issued by IsoRay, Inc., dated February 27, 2008.
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the Registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated:
February 27, 2008
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IsoRay,
Inc., a
Minnesota corporation |
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By: |
/s/
Jonathan
Hunt |
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Jonathan
Hunt, CFO
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