FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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) February 28, 2006
BioScrip, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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0-28740
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05-0489664 |
(State or Other Jurisdiction of
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(Commission
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(IRS Employer |
Incorporation)
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File Number)
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Identification No.) |
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100 Clearbrook Road, Elmsford, New York
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10523 |
(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code (914) 460-1600
(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:
o Written communications pursuant to Rule 425 under the Section Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b)).
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
TABLE OF CONTENTS
Item 2.01 Entry Into a Material Definitive Agreement.
On February 28, 2006 and as previously reported in a press release dated February 27, 2006,
BioScrip, Inc. (the Company) entered into a separation agreement with Henry F. Blissenbach, its
President and Chief Executive Officer, which provides for Mr. Blissenbachs retirement at the end
of his employment with the Company on June 30, 2006. The separation agreement also provides that
Mr. Blissenbach will receive a severance payment equal to two years of salary as well as
reimbursement of any COBRA premiums paid by Mr. Blissenbach on behalf of himself and his dependents
for the two years during which Mr. Blissenbach will receive severance. Mr. Blissenbach will
also serve as a consultant to BioScrip for a period of one year following the date of his
separation and will be paid a consulting fee of five hundred fifty thousand ($550,000) dollars for
his consulting services. In the event any amounts payable to Mr. Blissenbach under the separation
agreement are parachute payments under Internal Revenue Code Section 280(g) BioScrip shall pay to
Mr. Blissenbah an amount sufficient to restore the full amount payable under the separation
agreement. Mr. Blissenbach has provided a customary release and other confidentiality,
non-competition and non-solicitation covenants for three years from the end of his contract with
the Company. For more complete information, you are referred to the full text of the separation
agreement which is attached to this Form 8-K as exhibit 99.1. The press release announcing Mr.
Blissenbachs retirement is attached as Exhibit 99.2.
Also on an unrelated matter, on February 28, 2006, BioScrip entered into a letter agreement
with Barry A. Posner, BioScrips Executive Vice President, Secretary and General Counsel, pursuant
to which BioScrip extended the term of Mr. Posners employment agreement through March 31, 2006.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits. The following information is furnished as an exhibit to this Current Report:
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Exhibit No. |
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Description of Exhibit |
99.1
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Separation Agreement between BioScrip, Inc. and Henry F. Blissenbach |
99.2
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Press Release dated February 27, 2006 |
99.3
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Letter Agreement between BioScrip and Barry A. Posner |
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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 duly authorized.
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Date: March 1, 2006 |
BIOSCRIP, INC.
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By: |
/s/ Barry A. Posner
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Barry A. Posner, |
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Executive Vice President, Secretary
and General Counsel |
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