UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 28, 2005
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-50789 33-0145723
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
13950 Stowe Drive
Poway, California 92064
(Address of Principal Executive Offices) (Zip Code)
(858) 726-1600
(Registrant's telephone number, including area code)
(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 (see General Instruction A.2. below):
|_| 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.
As discussed below under Item 5.02, Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers, on April 28,
2005, the Board of Directors of Digirad Corporation (the "Company") appointed
Peter M. Sullivan as Senior Vice President of Operations. In connection with
this appointment, the Board of Directors approved terms of an oral employment
arrangement with Mr. Sullivan pursuant to which Mr. Sullivan will receive
$200,000 in salary and be eligible to receive an annual bonus at the discretion
of the Board of Directors based upon meeting certain financial and other
performance criteria to be established. In addition, the Company issued Mr.
Sullivan options to purchase up to 100,000 shares of common stock pursuant to
the Company's 2004 Stock Incentive Plan, which options will vest over a four
year period and have a per share exercise price of $5.50. Mr. Sullivan will also
be entitled to be reimbursed for reasonable travel and living expenses and for
reasonable expenses incurred in connection with any relocation.
The description of the oral employment arrangement in this current report
is qualified in its entirety by reference to the summary of the employment
arrangement, or any written agreement that may be subsequently executed to
memorialize the agreement, either of which will be filed as an exhibit to the
Company's Quarterly Report on Form 10-Q for the fiscal quarter ending June 30,
2005.
Item 2.02. Results of Operations and Financial Condition.
On May 2, 2005, the Company issued a press release announcing financial
results for the three months ended March 31, 2005. A copy of this press release
is attached hereto as Exhibit 99.1. This information and the exhibits hereto are
being furnished and shall not be deemed to be "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liability of that section, nor shall they be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
The Board of Directors appointed Peter M. Sullivan as Senior Vice President
of Operations on April 28, 2005. Mr. Sullivan has provided consulting services
to us since January 2005. Prior to joining us, from June 2001 until January
2005, Mr. Sullivan served as Vice President and General Manager at Asyst
Technologies, Inc., a company focused on the semiconductor automation market.
From November 1998 until its acquisition by Philips Medical Systems in January
2001, Mr. Sullivan held various positions at ADAC Laboratories, most recently as
Vice President of Operations and Field Service. At Philips Medical Systems, Mr.
Sullivan held the position of Vice President of Operations and Service. Mr.
Sullivan received a B.S in Chemical Engineering Worcester Polytechnic Institute.
In connection with the appointment of Mr. Sullivan, the Board of Directors
approved terms of an oral employment arrangement, the principal terms of which
are discussed above under Item 1.01, Entry into a Material Definitive Agreement.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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99.1 Press release dated May 2, 2005.
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.
DIGIRAD CORPORATION
May 2, 2005 By: /S/ TODD P. CLYDE
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Todd P. Clyde
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated May 2, 2005.