form8k.htm
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 the earliest event reported): March 31,
2009
Aspyra, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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California
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001-13268
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95-3353465
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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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26115-A
Mureau Road
Calabasas,
CA 91302
(Address
of Principal Executive Offices) (Zip Code)
(818)
880-6700
(Registrant’s
Telephone Number, Including Area Code)
Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York, New York 10006
(212)
930-9700
(212)
930-9725 (Fax)
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 Securities 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))
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Item 1.01
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Entry
into a Material Definitive
Agreement.
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On March
31, 2009, the Company executed agreements, renewing its revolving line of
credit in the aggregate amount of $1,300,000 with Western Commercial
Bank. The interest rate is Wall Street Journal Prime plus three
percent and it matures on May 27, 2010. The revolving line of credit
is secured by substantially all the Company’s assets,
including accounts receivable and inventory and is subject to certain
covenants. Advances under the revolving line of credit are on a
formula based on eligible accounts receivable and inventory
balances. A copy of the Business Loan Agreement is filed as Exhibit
99.1 hereto and is incorporated herein by reference.
On April
1, 2009, the Company’s Board of Directors appointed James R. Helms to serve as
the Company’s Vice President of Strategic Analysis. Prior to the
appointment, Mr. Helms served as the Company’s Chief Operations
Officer. Additionally, on April 1, 2009, the Company’s Board of
Directors appointed Ademola Lawal to serve as the Company’s Chief Operating
Officer. Prior to the appointment, Mr. Lawal served at the Company’s
Vice President of Strategy and Business Development. Mr. Lawal joined
Aspyra in 2008. Mr. Lawal is 33 years old. Prior to Aspyra, he
spent six years at GE Healthcare where he was a Director of Service leading a
$57 million P&L that provided field service on diagnostic imaging equipment
and clinical systems at hospitals and imaging centers. Mr. Lawal also earned his
Six Sigma Black Belt certification at GE Healthcare. Prior to GE, he was at KPMG
Consulting where he conducted various reorganization, valuation and benchmarking
projects. Mr. Lawal holds an MBA from Harvard Business School and a
Bachelor of Science from the University of Virginia with concentration in
Accounting and Management Information Systems. He is a Certified Public
Accountant.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obigation under an Off-Balance
Sheet Arrangement of a Registrant.
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See Item
1.01.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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Pursuant
to the terms of the Separation Agreement described below, Bruce M. Miller’s
employment as as Chief Technology Officer of Aspyra, Inc. (the “Company”), was
terminated effective April 1, 2009.
On April
1, 2009, the Company and Mr. Miller entered into a Separation Agreement and
General Release ("Seperation Agreement") pursuant to which Mr. Miller agreed
that, due to management restructuring which resulted in the elimination of the
position of Chief Technology Officer, his employment with the Company would
terminate effective April 1, 2009. The following is brief summary of
the material terms of the Separation Agreement with Mr. Miller: (i) Mr. Miller
shall provide consulting services to the Company for an initial period of ninety
business days (ii) receive severance equal to fifteen months of his base salary
in effect as of April 1, 2009, to be paid in equal bi-weekly installments over
twenty-two and one-half months; (ii) the Company shall pay COBRA benefits to Mr.
Miller and his spouse for up to eighteen months; (iii) the Company shall
accelerate the vesting of options exercisable for 10,000 of the Company’s Common
Stock previously granted to Mr. Miller pursuant to the Company’s 2005 Stock
Incentive Plan; and (iv) the Company and Mr. Miller will release each other from
all claims arising from Mr. Miller’s employment with the Company, subject to
certain exceptions. A copy of the Separation Agreement and General
Release is filed as Exhibit 99.2 hereto and is incorporated herein by
reference.
On April
1, 2009, the Company issued a press release relating to the departure of Bruce
Miller as Chief Technology Officer of Aspyra, Inc. A copy of the
release is attached as Exhibit 99.3 and is incorporated herein by
reference.
The
information in Exhibit 99.3 attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended
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Item
9.01.
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Financial
Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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Business
Loan Agreement.
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99.2
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Separation
Agreement and General Release dated as of April 1, 2009 by and between
Aspyra, Inc. and Bruce M. Miller.
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99.3
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Aspyra,
Inc. Press Release issued April 2, 2009.
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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 hereunto
duly authorized.
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Aspyra, Inc.
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By:
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/s/ Rodney
W. Schutt |
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Rodney
W. Schutt
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Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Business
Loan Agreement.
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99.2
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Separation
Agreement and General Release dated as of April 1, 2009 by and between
Aspyra, Inc. and Bruce M. Miller.
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99.3
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Aspyra,
Inc. Press Release issued April 2, 2009.
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