- Current report filing (8-K)
01 1월 2009 - 7:02AM
Edgar (US Regulatory)
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): December 31, 2008
NORTH
AMERICAN SCIENTIFIC, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-26670
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51-0366422
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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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20200 Sunburst Street,
Chatsworth, CA
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91311
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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: (818) 734-8600
Check the
appropriate box below if the Form 8-K filing is intended to be simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
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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
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
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
(e) On
December 31, 2008, North American Scientific, Inc. (the “Company”) entered
into:
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·
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an
Amendment to the Employment Agreement with John Rush, the Company’s
President and Chief Executive Officer;
and
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·
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an
Amendment to the Offer Letter with Brett Scott, the Company’s Chief
Financial Officer.
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The
foregoing amendments are referred to herein collectively as the
“Amendments.”
The
Company entered into the Amendments for the purpose of bringing the prior
employment agreements between the Company and the above-named officers of the
Company into compliance with the applicable provisions of Section 409A of the
Internal Revenue Code of 1986, as amended, and the Treasury Regulations issued
thereunder. Section 409A governs nonqualified deferred compensation
arrangements. Section 409A imposes penalties and additional tax on service
providers (including employees and directors) if a nonqualified deferred
compensation arrangement does not comply with its
provisions. Accordingly, the Amendments, among other things, clarify
that any severance payments which are treated as nonqualified deferred
compensation must be made upon a “separation of service” with the Company and
that, subject to certain exceptions, such payments may be delayed for a period
of six months if an officer is deemed to be a “specified employee” at the time
of his or her termination of employment, and provide that certain payments to
the officers, including expense reimbursements, will be made only at times
permissible without triggering tax penalties under Section 409A. The
Amendments are not intended to, and do not, increase the compensation payable by
the Company to the abovementioned officers.
The
foregoing description of the Amendments does not purport to be complete and is
qualified in its entirety by reference to the full texts of the Amendments,
copies of which are attached hereto as Exhibits 10.1 and 10.2 and are
incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
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Description
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10.1
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Amendment
to the Employment Agreement, dated as of December 31, 2008, between
Company and John Rush.
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10.2
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Amendment
to the Offer Letter, dated as of December 31, 2008, between Company and
Brett Scott.
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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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NORTH
AMERICAN SCIENTIFIC, INC.
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December
31, 2008
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By:
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/s/
John B. Rush
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John
B. Rush
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
Number
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Description
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10.1
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Amendment
to the Employment Agreement, dated as of December 31, 2008, between
Company and John Rush.
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10.2
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Amendment
to the Offer Letter, dated as of December 31, 2008, between Company and
Brett Scott.
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North American Scientific (MM) (NASDAQ:NASM)
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North American Scientific (MM) (NASDAQ:NASM)
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