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 (date of earliest event reported): November 15, 2004
-----------------
E-Z-EM, INC.
-----------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware
-----------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-11479 11-1999504
---------------------------- -----------------------------------
(Commission File Number) (IRS Employer Identification No.)
1111 Marcus Avenue, Lake Success, New York 11042
---------------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
(516) 333-8230
----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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.
|_| 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 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 Entry into a Material Definitive Agreement
On November 15, 2004, the compensation committee of the board of
directors of E-Z-EM, Inc. (the "Company") approved the grant of
stock options for an aggregate of 180,000 shares of the Company's
common stock, $.10 par value (the "Common Stock"), under the
Company's 2004 Stock and Incentive Award Plan (the "2004 Plan") to
the Company's executive officers. The names and positions of the
executive officers, and the number of shares of Common Stock subject
to the options, are as follows:
No. of Shares
Subject to
Name Position Options
---- -------- -------
Anthony A. Lombardo President and Chief Executive Officer 90,000
Dennis J. Curtin Senior Vice President - Chief Financial Officer 35,000
Joseph J. Palma Senior Vice President - Global Sales 15,000
Jeffrey S. Peacock Senior Vice President - Global Scientific and Technical
Operations 15,000
Brad S. Schreck Senior Vice President - Global Marketing 15,000
Peter J. Graham Vice President - General Counsel and Secretary 10,000
The exercise price of each option is $14.225, which is the average
of the high and low prices of the Common Stock as reported by the
American Stock Exchange on November 15, 2004, as provided in the
2004 Plan. The options are intended to be incentive stock options to
the full extent allowable under the 2004 Plan, and become
exercisable for one-third of the shares on the last day of the
Company's 2005, 2006 and 2007 fiscal years. The options are for
10-year terms and will terminate immediately if the option holder
becomes employed by or associated in any way with, or the beneficial
owner of more than 1% of the equity securities of, any direct or
indirect competitor of the Company. The options will also terminate
immediately upon termination of an option holder's employment for
cause. The options will, to the extent they have vested, be
exercisable for 180 days after an option holder's employment with
the Company is terminated (other than by reason of death or
disability), and for an additional 180 days if the option holder
dies or becomes disabled during the 180-day period following
termination of employment. If an option holder's employment is
terminated by death or disability, the options will become fully
exercisable for a period of one year following the date of death or
disability. However, under no circumstances will the exercise period
of any option be extended beyond the 10-year term of the option. All
of the options will become fully exercisable upon the occurrence of
a "change in control" of the Company, as defined in the 2004 Plan.
2
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.
Dated: November 19, 2004 E-Z-EM, INC.
(Registrant)
By: /s/ Peter J. Graham
----------------------------------
Peter J. Graham
Vice President, General Counsel
3