bsdm8k040409.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 earliest event reported): April 4, 2009
BSD
MEDICAL CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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0-10783
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75-1590407
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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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2188
West 2200 South
Salt
Lake City, Utah 84119
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (801) 972-5555
N/A
(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 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))
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Retirement
of Hyrum A. Mead
On April
7, 2009, Hyrum A. Mead announced he will be retiring as President and a Director
of BSD Medical Corporation (the “Company”). In connection with his
retirement, the Board of Directors of the Company approved a separation
agreement to be entered into by and between the Company and Mr.
Mead. Pursuant to the separation agreement, Mr. Mead, among other
things, agrees to a general release of any and all legal claims against the
Company, and the Company, among other things, (1) agrees to provide a severance
payment to Mr. Mead in an amount equal to $212,500, and (2) to continue all
employee benefits and perquisites until October 31, 2009.
A copy of
the separation agreement is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Appointment
of Harold R. Wolcott
On April
4, 2009, the Board of Directors of the Company appointed Harold R. Wolcott as
the new President of the Company, effective as of April 7, 2009. In
addition, Mr. Wolcott was appointed as a member of the Board of Directors,
effective as of April 7, 2009.
Mr.
Wolcott has 40 years experience managing and growing newly-formed venture
capital financed corporations as well as multi-million dollar medical device
businesses with international operations. He has a wide range of
experience in the areas of product research, product engineering, manufacturing
and plant management, as well as expertise in all aspects of sales and
marketing, acquisition/integration and the sale of medical device
businesses. Prior to joining the Company, Mr. Wolcott (age 62) served
for a period of time as President and Chief Operating Officer and
later as Director of Dimicron Inc., a development stage medical company
utilizing synthetic diamond for orthopedic applications, from August 2006 until
March 2009. From March 2001 until June 2005, Mr. Wolcott served as
Chief Operating Officer and Director of Rubicon Medical, Inc., a company
focusing on proprietary technology in embolic protection for interventional
cardiology and interventional neurology.
The
Company and Mr. Wolcott have agreed to the terms of an offer letter, dated April
7, 2009 (the “Offer Letter”), a copy of which is attached hereto as Exhibit
10.2, and incorporated herein by reference. Pursuant to the Offer
Letter, Mr. Wolcott will receive an annual salary of $250,000, and he will
receive 655,760 stock options pursuant to the Company’s Amended and Restated
1998 Stock Incentive Plan. Mr. Wolcott will also be eligible to
participate in the other benefit plans available to employees of the
Company.
On April
7, 2009, the Company issued a press release relating to the above
matters. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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BSD
MEDICAL CORPORATION
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Dated: April
8, 2009
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By:
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/s/
Dennis P. Gauger
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Name:
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Dennis
P. Gauger
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Title:
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Chief
Financial Officer
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EXHIBIT
INDEX