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):
June 25, 2009
American
Medical Alert Corp.
(Exact
name of registrant as specified in its charter)
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New
York
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333-54992
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11-2571221
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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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3265
Lawson Boulevard, Oceanside, New York
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11572
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(516)
536-5850
Not
Applicable
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
of communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
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¨
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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. Entry into a Material Definitive Agreement.
The
information disclosed under Item 5.02(e) is incorporated herein by
reference.
Item
5.02. Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(e) On
June 25, 2009, American Medical Alert Corp. (the “
Company
” or “
we
”) entered into an
employment agreement with Randi Baldwin (the “
2009 Baldwin
Agreement
”), under which Ms. Baldwin’s employment will be continued for a
term of three years, commencing as of July 1, 2009. The 2009 Baldwin
Agreement supersedes the previously disclosed employment agreement between Ms.
Baldwin and the Company, dated November 15, 2006, which would have expired on
October 31, 2009, as of such effective date. Ms. Baldwin will
continue in her current role as the Company’s Senior Vice President, Marketing
and Program Development.
The 2009
Baldwin Agreement provides for the following base salary amounts:
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$170,000
per annum, for the period beginning July 1, 2009 and ending June 30,
2010;
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$180,000
per annum, for the period beginning July 1, 2010 and ending June 30, 2011;
and
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$190,000
per annum, for the period beginning July 1, 2011 and ending June 30,
2012.
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Ms.
Baldwin is also eligible for bonus payments which may be awarded by the Board of
Directors of the Company in its sole discretion. The 2009 Baldwin
Agreement also provides for a monthly automobile stipend in the amount of
$800.
Pursuant
to the 2009 Baldwin Agreement, Ms. Baldwin was granted on June 25, 2009, subject
to the terms of the Company's 2000 Stock Option Plan and the applicable stock
option agreement under such plan, options to purchase 4,000 shares of the
Company’s common stock, vesting on July 1, 2009, options to purchase 5,000
shares of the Company’s common stock, vesting on July 1, 2010, and options to
purchase 6,000 shares of the Company’s common stock, vesting on July 1,
2011. These stock options are exercisable for a five year term from
the date of grant, and have an exercise price equal to $5.72, the fair market
value of the Company’s common stock on the date of grant, as determined in
accordance with the 2000 Stock Option Plan. Vesting is dependent on
continued employment on the vesting date, as provided under the 2000 Stock
Option Plan.
The 2009
Baldwin Agreement is terminable by the Company upon certain specified events
constituting Cause (as defined in the 2009 Baldwin Agreement) without payment of
severance. The 2009 Baldwin Agreement is also terminable by the
Company without Cause and in certain circumstances upon a Change in Control (as
defined in the 2009 Baldwin Agreement), in which case Ms. Baldwin is entitled to
receive certain severance and benefits related payments, as described
below.
Under the
2009 Baldwin Agreement, in the event Ms. Baldwin is terminated without Cause,
and, in the event that we do not offer Ms. Baldwin to enter into a written
employment agreement with terms and conditions no less favorable than
substantially the same terms and conditions as the 2009 Baldwin Agreement to
begin immediately following the expiration of such agreement, Ms. Baldwin will
receive payment of base salary, based on the then applicable salary level, for a
period of twelve (12) months from the date of termination or expiration of her
current employment agreement, as applicable.
In the
event of Ms. Baldwin’s death during the term of the 2009 Baldwin Agreement, Ms.
Baldwin’s estate or such other person as she designated is entitled to receive
her base salary for a period of one year from the date of her
death.
In the
event that Ms. Baldwin becomes disabled and is unable to perform her duties for
a period of one hundred eighty (180) consecutive days or an aggregate of more
than one hundred eighty (180) consecutive days in any 12 month period, we have
the right to terminate the 2009 Baldwin Agreement after the expiration of such
period.
In
addition, under the 2009 Baldwin Agreement, in the event there is a Change in
Control and Ms. Baldwin’s employment with us is terminated within 180 days
following such Change in Control without Cause or through a constructive
termination, then Ms. Baldwin is entitled to the greater of (i) an amount equal
to the remainder of her salary otherwise payable through the expiration of the
2009 Baldwin Agreement (notwithstanding termination) or (ii) an amount equal to
twelve (12) months of the salary in effect under that agreement at the time of
such termination. In such event, we are also required to pay all
health insurance benefits otherwise payable to Ms. Baldwin be paid for the
greater of the otherwise remaining term of the 2009 Baldwin Agreement
(notwithstanding termination) or twelve (12) months.
The
foregoing description is not complete and is qualified in its entirety to the
Employment Agreement, attached as Exhibit 10.1 to this Current Report on Form
8-K, and incorporated herein by this reference.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No.
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Exhibit Name
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10.1
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Employment
Agreement, dated as of July 1, 2009, between American Medical Alert Corp.
and Randi Baldwin
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SIGNATURE
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 thereunto
duly authorized.
Date:
July 1, 2009
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AMERICAN
MEDICAL ALERT CORP.
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By:
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/s/
Jack Rhian
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Name:
Jack Rhian
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Title: President
and Chief Executive
Officer
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