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: October 17, 2005
(Date of earliest event reported)
ORTHOLOGIC CORP.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-21214
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86-0585310 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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| 1275 West Washington Street, Tempe, Arizona
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85281 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code:
(602) 286-5520
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On October 17, 2005, OrthoLogic Corp. (the “Company”) entered into an employment agreement
with Dana Shinbaum (the “Employment Agreement”), pursuant to which Mr. Shinbaum will serve as the
Company’s Vice President of Business Development. The Employment Agreement is filed with this
Current Report on Form 8-K (“Form 8-K”) as Exhibit 10.1 and is incorporated herein by reference.
The Intellectual Property, Confidentiality and Non-Competition Agreement executed by Mr. Shinbaum,
which sets forth restrictions on the disclosure of Company proprietary information and protects the
Company’s interest in its intellectual property, is filed with this Form 8-K as Exhibit 10.2 and is
incorporated herein by reference.
Under the Employment Agreement, Mr. Shinbaum may be terminated at any time, with or without
cause, at the option of either the Company or Mr. Shinbaum. It provides for a salary of $8653.85,
payable every two weeks. This salary is subject to change upon 15 days written notice to Mr.
Shinbaum.
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On October 25, 2005, the Company issued a press release announcing its financial results for
the three months ended September 30, 2005. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein. In addition, on October 25, 2005, the
Company held a conference call to discuss the press release and the Company’s financial results. A
copy of the conference call transcript is attached hereto as Exhibit 99.2 to this Form 8-K and is
incorporated by reference herein.