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: October 24, 1995
(Date of earliest event reported)
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18105 11-2871434
(State or other (Commission (IRS Employer
jurisdiction of File Number Identification
incorporation) Number)
180 Linden Avenue, Westbury, New York 11590
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (516) 997-4600
150 Motor Parkway, Hauppauge, New York 11788
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On October 24, 1995, Registrant entered into Modification Agreements to the
Employment Agreements with Anthony Viscusi and Anthony E. Peacock, the Company's
President and Vice President - Marketing and Clinical Affairs, respectively.
Item 7. Financial Statements and Exhibits
(c) Exhibits
10.1 Modification to Employment Agreement between Registrant
and Anthony Viscusi dated October 24, 1995.
10.2 Modification to Employment Agreement between Registrant
and Anthony E.Peacock dated October 24, 1995.
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.
VASOMEDICAL, INC.
By: /s/ Anthony Viscusi
---------------------------
Anthony Viscusi
President
Dated: November 30, 1995
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made this 24th day of October, 1995 and between
VASOMEDICAL, INC., a Delaware corporation (hereinafter the "Company") and
Anthony Viscusi, an individual residing at 15 West 81st Street, New York, New
York 10024 (hereinafter "Viscusi").
W I T N E S S E T H:
WHEREAS, the Company and Viscusi entered into an Employment Agreement dated
July 1, 1994 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Viscusi desire to amend said Employment Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph "3" of the Employment Agreement is hereby deleted in its
entirety, and in its place and stead shall be the following:
"3. Term Subject to earlier termination on the terms and conditions
hereinafter provided, the term of the Agreement shall be comprised of a
four (4) year period of employment commencing July 1, 1994 and ending June
30, 1998."
2. Paragraph "14" shall be added to the Employment Agreement to be and read
as follows:
"14. Change of Control. In the event there shall be a Change of
Control of the Company or of any person directly or indirectly presently
controlling the Company, as hereinafter defined, the Warrants issued to
Viscusi under paragraph 4(c) hereof shall become immediately vested and
exercisable.
A "Change of Control" of the Company, or in any person directly or
indirectly controlling the Company, shall mean:
(a) a change of control as such term is presently defined in
Regulation 240.12b-2 under the Securities Exchange Act of 1934 ("Exchange
Act");
(b) if during the Term of Employment any "person" (as such term
is used in Section 13(d) and 14(d) of the Exchange Act) other than the
Company or any person who on the date of this Agreement is a director of
officer of the Company, becomes the "beneficial owner" (as defined in Rule
13(d)03 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% of the voting power of the Company's then
outstanding securities; or
(c) if during the Term of Employment individuals who at the
beginning of such period constitute the Board cease for any reason other
than death, disability or retirement to constitute at least a majority
thereof."
3. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the day and year first above written.
VASOMEDICAL, INC.
By: /s/ Abraham E. Cohen
---------------------
Abraham E. Cohen
Chairman of the Board
/s/ Anthony Viscusi
---------------------------
Anthony Viscusi
Employee
MODIFICATION AGREEMENT
MODIFICATION AGREEMENT made this 24th day of October, 1995 and between
VASOMEDICAL, INC., a Delaware corporation (hereinafter the "Company") and
Anthony E. Peacock, an individual residing at 25 Crown Drive, Warren, New Jersey
07059 (hereinafter "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee entered into an Employment Agreement
dated December 15, 1994 (hereinafter the "Employment Agreement"); and
WHEREAS, the Company and Employee desire to amend said Employment
Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Paragraph "3" of the Employment Agreement is hereby deleted in its
entirety, and in its place and stead shall be the following:
"3. Term Subject to earlier termination on the terms and conditions
hereinafter provided, the term of the Agreement shall be comprised of a
four (4) year period of employment commencing January 23, 1995 and ending
January 22, 1999."
2. Paragraph "14" shall be added to the Employment Agreement to be and read
as follows:
"14. Change of Control. In the event there shall be a Change of
Control of the Company or of any person directly or indirectly presently
controlling the Company, as hereinafter defined, the Warrants issued to
Employee under paragraph 4(c) hereof shall become immediately vested and
exercisable.
A "Change of Control" of the Company, or in any person directly or
indirectly controlling the Company, shall mean:
(a) a change of control as such term is presently defined in
Regulation 240.12b-2 under the Securities Exchange Act of 1934 ("Exchange
Act");
(b) if during the Term of Employment any "person" (as such term
is used in Section 13(d) and 14(d) of the Exchange Act) other than the
Company or any person who on the date of this Agreement is a director of
officer of the Company, becomes the "beneficial owner" (as defined in Rule
13(d)03 under the Exchange Act), directly or indirectly, of securities of
the Company representing 20% of the voting power of the Company's then
outstanding securities; or
(c) if during the Term of Employment individuals who at the
beginning of such period constitute the Board cease for any reason other
than death, disability or retirement to constitute at least a majority
thereof."
3. The aforesaid Employment Agreement in all other respects is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this Modification
Agreement as of the day and year first above written.
VASOMEDICAL, INC.
By: /s/ Abraham E. Cohen
-------------------------
Abraham E. Cohen
Chairman of the Board
/s/ Anthony E. Peacock
-------------------------
Anthony E. Peacock
Employee
