OraSure Technologies, Inc. (NASDAQ:OSUR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 – Entry into a Material Definitive Agreement.
| iv. | Mr.Michels will receive a pro-rated bonus payment under the Company’s 2018 Incentive Plan equal to (a) 85% of his base salary, subject to adjustment to reflect actual bonus pool funding approved by the Board, multiplied by (b)the number of days Mr.Michels remains employed during 2018 to and including his retirement date, divided by 365. |
| v. | If after retirement Mr.Michels elects to receive continuation coverage under the Company’s group health plan to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) and maintains such coverage for the full period permitted by law, he will have the right to elect to continue such coverage at his own cost and expense under the terms of the Company’s group health plan. |
The foregoing description is qualified in its entirety by reference to the specific terms of the Retirement Agreement, a copy of which is attached as Exhibit 10.2 to this Report and incorporated by reference herein.
Item 1.01 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
A noted above, on January4, 2018, OraSure Technologies, Inc. announced a management succession plan to which Stephen S. Tang, Ph.D. has been appointed as the Company’s new President and CEO, effective as of April1, 2018. Dr.Tang will replace Douglas A. Michels, who will retire as President and CEO and as a member of the Company’s Board of Directors on March31, 2018.
Dr.Tang, age 57, is currently a Director and serves as Chairman of the Board and as a member of the Audit and the Nominating and Corporate Governance Committees. Upon assuming the position of President and CEO, Dr.Tang will continue as a Director, but will no longer serve as Chairman or as a member of any Board committee.
Since January 2008, Dr.Tang has served as President and CEO of The University City Science Center, an urban research park and business incubator owned by over thirty leading universities, medical schools and health networks in the greater Philadelphia, Pennsylvania area. Prior to that, Dr.Tang held senior management and business development positions with several firms in the life sciences industry, including Olympus America, Inc., Millennium Cell Inc. and A.T. Kearney Inc. Dr.Tang holds a B.S. degree in Chemistry from The College of William and Mary, an M.S. degree and Ph.D. in Chemical Engineering from Lehigh University and an MBA from The Wharton School of Business at the University of Pennsylvania.
There are no arrangements or understandings between Dr.Tang and any other person to which he was selected as an officer of the Company. Dr.Tang does not have any familial relationship with any member of the Board or executive officer of the Company, and there are no transactions in which Dr.Tang has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A brief description of the material terms of the Employment Agreement with Dr.Tang is set forth in Item 1.01 above, and is incorporated by reference herein. The foregoing description is qualified in its entirety by reference to the specific terms of the Employment Agreement, a copy of which is attached as exhibit 10.1 to this Report and incorporated by reference herein.
to the succession plan, the Company also announced that Ronald H. Spair, the Company’s CFO and Chief Operating Officer, will retire in 2018 with a specific retirement date to be determined based on the timing for the Company’s appointment of a new CFO to replace Mr.Spair. During the period prior to his retirement, Mr.Spair will continue to perform his normal duties and will assist the Company in identifying his successor.
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A press release announcing Dr.Tang’s appointment and the planned retirements of Mr.Michels and Mr.Spair is attached as Exhibit 99.1 to this Report and incorporated by reference herein.
Item 1.01 – Regulation FD Disclosure.
On January4, 2018, the Company held a webcast conference call with analysts and investors, during which Douglas A. Michels, the Company’s President and Chief Executive Officer, and Stephen S. Tang, Ph.D., the Chairman of the Company’s Board of Directors, discussed the management succession plan and updated revenue financial guidance for the fourth quarter of 2017. A copy of the prepared remarks of Mr.Michels and Dr.Tang is attached as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference.
The information in this Item and attached Exhibit shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall such information and Exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. The fact that the information and Exhibit are being furnished should not be deemed an admission as to the materiality of any information contained therein. The Company undertakes no duty or obligation to publicly update or revise the information contained in this Current Report or attached Exhibit.
Item 1.01 – Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
| 10.1 | Employment Agreement, dated as of January3, 2018, between OraSure Technologies, Inc. and Stephen S. Tang, Ph.D. |
| 10.2 | Retirement Agreement, dated as of January3, 2018, between OraSure Technologies, Inc. and Douglas A. Michels. |
| 99.1 | Press Release dated January4, 2018, announcing the management succession plan and updated revenue guidance for the fourth quarter of 2017. |
| 99.2 | Prepared Remarks of Douglas A. Michels and Stephen S. Tang, Ph.D., for the OraSure Technologies, Inc. Analyst/Investor Conference Call Held January4, 2018. |
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ORASURE TECHNOLOGIES INC ExhibitEX-10.1 2 d519036dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is entered into as of January 3,…To view the full exhibit click here
About OraSure Technologies, Inc. (NASDAQ:OSUR)
OraSure Technologies, Inc. (OraSure) is involved in the development, manufacture, marketing and sale of oral fluid diagnostic products and specimen collection devices using its technologies, as well as other diagnostic products, including immunoassays and other in vitro diagnostic tests that are used on other specimen types. The Company also manufactures and sells medical devices used for the removal of benign skin lesions by cryosurgery or freezing. Its diagnostic products include tests, such as OraQuick Rapid HIV Test, OraQuick In-Home HIV Test, OraQuick HIV Self-Test, OraQuick HCV Rapid Antibody Test, OraQuick Ebola Rapid Antigen Test, OraSure QuickFlu Rapid Flu A&B Test, OraSure Collection Device, Molecular Collection Systems, Cryosurgical Systems (Skin Lesion Removal Products), Immunoassay Tests and Reagents, Western blot HIV-1 Confirmatory Test and Q.E.D. Saliva Alcohol Test. Its products are sold in the United States and internationally to clinical laboratories and hospitals.
