UNITED STATES
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 22, 2011
Streamline
Health Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-28132
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31-1455414 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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10200 Alliance Road, Suite 200, Cincinnati, OH
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45242-4716 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (513) 794-7100
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(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
On April 27, 2011, Streamline Health Solutions, Inc. (Streamline Health or the Company)
announced that, effective as of April 29, 2011, Stephen H. Murdock has been appointed as the
Companys Senior Vice President and Chief Financial Officer. Donald E. Vick, Jr., who has been
serving as the Companys Interim Chief Financial Officer since November 2008, will continue with
the Company as its Director Sales and Operations Analytics.
Mr. Murdock, age 52, has extensive financial executive experience and is a certified public
accountant. Most recently prior to joining the Company, since December 2008 he has served as an
independent capital financing consultant in the municipal infrastructure sector and has provided
chief financial officer services to a number of private companies. From October 2007 to December
2008, Mr. Murdock was the Chief Financial Officer of Global MailExpress, Inc. (now known as
Streamlite, Inc.), a business-to-consumer package delivery company serving customers in various
industries including mail-order pharmacies. From July 2002 to September 2007, Mr. Murdock served
as Chief Financial Officer of Orion HealthCorp., Inc. and one of its predecessor companies,
Integrated Physician Solutions, Inc. Orion HealthCorp. and Integrated Physician Solutions provide
practice management services to physicians and physician practices, including services in the areas
of billing, collections, coding, reimbursements, managed care contracts, accounting and
bookkeeping. Prior to 2002, he served as Chief Financial Officer of several private companies,
including SmartMail, LLC, Nations Healthcare, Inc. and Visiting Nurse Health System, Inc., and
practiced public accounting with KPMG LLP from 1981 to 1989 where he was promoted to Senior Audit
Manager.
In connection with Mr. Murdocks appointment as an officer of the Company, Streamline Health, its
subsidiary, Streamline Health, Inc., and Mr. Murdock entered into an employment agreement dated
April 22, 2011 with an initial term of one year, with automatic annual renewals unless either party
gives 60 day advance notice of non-renewal. Pursuant to this agreement, Mr. Murdock initially will
receive an annual salary of $180,000, subject to periodic review and adjustment by the Compensation
Committee of the Companys Board of Directors. He also will have the opportunity to obtain annual
bonus, targeted at $45,000 for fiscal 2011, upon the attainment of specified goals. Upon signing
the employment agreement, the Company granted Mr. Murdock the right to purchase 10,000 newly issued
shares of common stock of the Company for $100 (i.e. their par value) and stock options for 100,000
shares of common stock with an exercise price of $2.00 per share. This option will vest in thirty
six monthly substantially equal installments during the first three years of Mr. Murdocks
employment. The share and option awards described above are inducement grants, pursuant to Nasdaq
Marketplace Rule 5635(c)(4). The employment agreement also provides for customary restrictive
covenants, including covenants prohibiting Mr. Murdock from disclosing certain confidential
information of the Company, competing with the Company or soliciting the Companys customers or
employees.
There are no family relationships between Mr. Murdock and any director or executive officer of
Streamline Health. Since the beginning of Streamline Healths last fiscal year, Mr. Murdock has
had no relationships with Streamline Health that would require disclosure under Item 404 of
Regulation S-K.
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