BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

BIOSCRIP, INC. (NASDAQ:BIOS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02.

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On April 20, 2017, BioScrip, Inc. (the Company) announced that
Stephen M. Deitsch has been appointed as the Senior Vice
President, Chief Financial Officer and Treasurer of the Company,
effective April 24, 2017. Mr. Deitsch succeeds Jeffrey Kreger,
who stepped down from his roles as Senior Vice President, Chief
Financial Officer and Treasurer effective April 24, 2017.

Mr. Deitsch, 45, joins the Company with extensive strategic and
operational financial leadership experience, including over
twelve years in the healthcare industry at medical technology
companies Zimmer Biomet (NYSE: ZBH), Biomet (which merged with
Zimmer Holdings in 2015) and Lanx (which Biomet acquired in
October 2013). Mr. Deitsch served as the Chief Financial Officer
of the Zimmer Biomet Spine, Bone Healing, and Microfixation
business from July 2014 to July 2015 and as Vice President
Finance, Biomet Corporate Controller from February 2014 to July
2014. Mr. Deitsch was the Chief Financial Officer of Lanx from
September 2009 until it was acquired by Biomet in October 2013.
From 2002 to 2009, Mr. Deitsch also served in various senior
financial leadership roles at Zimmer Holdings, Inc., including
Vice President Finance, Reconstructive and Operations, and Vice
President Finance, Europe. Most recently, since August of 2015,
Mr. Deitsch has served as Executive Vice President, Chief
Financial Officer and Corporate Secretary of Coalfire, Inc., a
portfolio company of The Carlyle Group, and a high growth leader
in cyber risk advisory services.

The Company has provided to Mr. Deitsch an offer letter, dated as
of April 10, 2017, that provides for Mr. Deitschs salary and
benefits (the Offer Letter). The Offer Letter is subject to
certain conditions, which were satisfied on April 20, 2017.

Mr. Deitschs annual salary will be $375,000, and he is eligible
to participate in the Companys Management Incentive Bonus
Program, provided that he remain continuously employed with the
Company through the date that the bonus is paid. Mr. Deitsch is
eligible for a bonus of up to 80% of his base salary, as
determined by the Company and the Board of Directors of the
Company (the Board), and subject to corporate, departmental and
individual objectives being met. His participation in the 2017
Management Incentive Bonus Plan will be prorated based on his
hire date.

Subject to the approval of the Compensation Committee of the
Board, Mr. Deitsch will be granted equity awards consisting of
215,909 options to purchase Company stock, par value $0.0001 per
share, and 133,803 performance-based restricted stock units,
subject to the performance goals currently applicable to the
Companys current Long-Term Incentive Plan. In addition, Mr.
Deitsch will receive 35,211 performance-based restricted stock
units, the vesting of which will be based on successful
completion of certain agreed-upon milestones within the first six
months of his employment.

In the event of a change in control, all performance goals (other
than those relating to the value of the Companys common stock)
pertaining to Mr. Deitschs outstanding performance-based awards
will be deemed to have been achieved at target and all time-based
vesting requirements will lapse in their entirety, provided that
the determination of whether any performance goals related to the
value of the Companys common stock have been achieved will be
made by reference to the value of the Companys common stock on or
as of the date of the change in control. Mr. Deitsch will be
permitted to participate in all employee benefits plans,
policies, and practices now or hereafter maintained by or on
behalf of the Company, commensurate with his position and level
of individual contribution, if and to the extent he is eligible
to the terms of such plans, policies, and practices, which may be
modified by the Company at its discretion.

The Company and Mr. Deitsch also executed a Severance Agreement
in connection with the Offer Letter, which provides that, subject
to certain conditions, if Mr. Deitschs employment is terminated
by the Company other than for Cause, as defined in the Severance
Agreement, Mr. Deitsch will be entitled to receive salary
continuation payments for 52 weeks following the date Mr. Deitsch
executes the Companys standard Separation and Release Agreement.

A copy of the Offer Letter is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference. The foregoing description of the Offer Letter does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Offer Letter.

Item 7.01. Regulation FD Disclosure.

On April 20, 2017, the Company issued a press release announcing
Mr. Deitschs appointment as the Senior Vice President, Chief
Financial Officer and Treasurer of the Company, a copy of which
is furnished as Exhibit 99.1 to this report.

The information in this Item 7.01, including Exhibit 99.1, 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. The
information in this Item 7.01, including Exhibit 99.1, shall not
be incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Offer Letter, dated as of April 10, 2017, by and between
BioScrip, Inc. and Stephen M. Deitsch.
99.1 Press Release dated April 20, 2017.


About BIOSCRIP, INC. (NASDAQ:BIOS)

BioScrip, Inc. is engaged in providing infusion solutions. The Company partners with physicians, hospital systems, skilled nursing facilities, healthcare payors and pharmaceutical manufacturers to provide patients access to post-acute care services. The Company operates through Infusion Services segment. The Company operates through approximately 70 service locations in over 30 states. The Company offers home infusion services to provide clinical management services and the delivery of prescription medications. The Company provides services in coordination with, and under the direction of, the patient’s physician. The Company’s multidisciplinary team of clinicians, including pharmacists, nurses, dietitians and respiratory therapists, work with the physician to develop a plan of care suited to the patient’s specific needs. Its platform provides service capabilities to deliver clinical management services that offer patients a community-based and home-based care environment.

BIOSCRIP, INC. (NASDAQ:BIOS) Recent Trading Information

BIOSCRIP, INC. (NASDAQ:BIOS) closed its last trading session 00.00 at 1.44 with 1,023,558 shares trading hands.

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