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 6,
2009
OptimizeRx
Corporation
(Exact
name of registrant as specified in its charter)
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Nevada
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000-53605
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26-1265381
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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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407 Sixth Street,
Rochester, MI
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48307
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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: 248.651.6568
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___________________________________________________
(Former
name or former address, if changed since last
report)
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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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
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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SECTION
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement
The
information provided in Item 5.02 concerning the entry into a material
definitive agreement is incorporated by reference in this Item
1.01.
SECTION
5 – Corporate Governance and Management
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
Effective
April 6, 2009, Mr. David Harrell resigned in all capacities as an officer of our
company. On April 6, 2009, the board of directors appointed Mr. David
Lester to act as our Chief Executive Officer and a member of our board of
directors.
David Lester is a business
veteran whom has accumulated over thirty years of executive experience in the
areas of business, marketing, sales, operations, technology, and
leadership. Prior to accepting his new role with us, Mr. Lester
held the title of Director, Consumer & Industrial Products Marketing for
Deloitte LLP. During his tenure at Deloitte, he established Deloitte
as a leader through innovative programs and strategic
partnerships. Prior to Deloitte, he worked with Sun Microsystems as
Director, Industry Strategy & Marketing, and Manufacturing
Industries.
David
Lester has worked with Governor Tommy Thompson, former Secretary of Health &
Human Services, on health care reform and cost control; partnered with Governor
Tom Ridge, former head of Homeland Security on defending cyber security
initiatives; and as a active participant within the National Association of
Manufacturers and the Manufacturing Institute worked with former Michigan
Governor John Engler, now President of the National Association of
Manufacturers, on challenges inhibiting the competitiveness of
manufacturers like health care reform, trade policy, renewable energy, business
tax reform, and sustainability.
There are
no family relationships between Mr. Lester and any of our directors or executive
officers.
Aside
from the following, Mr. Lester has not had any material direct or indirect
interest in any of our transactions or proposed transactions over the last two
years.
On April
6, 2009, we entered into an employment agreement with Mr.
Lester. Under the agreement, we agreed to compensate Mr. Lester
$150,000 annually and we granted him options to purchase 500,000 shares of our
common stock, with 25% vesting immediately and 25% vesting after the completion
of each quarter of hire. Mr. Lester is also eligible for additional
quarterly and annual bonus compensation, stock options, and stock grants based
on performance metrics outlined by our board of directors. He is
entitled to vacation and sick days, and other benefits included in the
agreement.
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A
copy of the employment agreement is attached hereto as Exhibit 10.1, and is
incorporated herein by reference. The foregoing description of the employment
agreement is qualified in its entirety by reference to the full text
thereto.
SECTION
8 – Other Events
Item
8.01 Other Events
On April
6, 2009, we issued a press release concerning the appointment of Mr.
Lester. The press release is attached hereto as Exhibit
99.1.
SECTION
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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Exhibit
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Description
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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.
OptimizeRx
Corporation
/s/David Lester
David
Lester
Chief
Executive Officer
Date:
April 8, 2009
EMPLOYMENT
AGREEMENT
THIS AGREEMENT, made and entered into
this April 6th day of
2009, by and between OptimizeRx Corporation, a Nevada Company, hereinafter
referred to as “Employer” and David Lester, hereinafter referred to as the
“Employee”.
Recitals
The Employer is engaged in the business
of internet marketing, sales, and product promotion, and desires the Employee as
Chief Executive Officer
IT IS THEREFORE AGREED:
Term of
Employment
1. The
Employer hereby employs the Employee and the Employee hereby accepts employment
with the Employer beginning on the 6th day of
April 2009.
Duties of
Employee
2. AS CEO,
you are responsible for the overall planning and execution of the company,
including directing management to reach the corporate goals and objectives as
outlined by the board. See Appendix A: CEO Job Description
for further details of overall responsibilities.
Change in
Duties
(c) The principal duties of the
Employee, as specified in Paragraph 2 of this Agreement, may be changed at any
time by the mutual consent of the Employer and the
Employee. Notwithstanding any such change, the employment of the
Employee shall be construed as continuing under this Agreement as
modified.
Effect of
Disability
(d) If the Employee at any
time during the term of this Agreement should be unable to perform his duties
under this Agreement because of
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Personal injury, illness, or any other
cause, the Employer may assign the Employee to other duties, and the
compensation to be paid thereafter to the Employee shall be determined by the
Employer in its sole discretion. If the Employee is unwilling to
accept the modification in duties and compensation made by the Employer, or if
the Employee’s inability to perform is of such extent as to make a modification
of duties hereunder not feasible, this Agreement shall terminate within 90
days.
Place of
Performance
3. At the
commencement of this employment, the Employee shall perform his duties at the
office of the Employer located at 407 Sixth Street, Rochester,
MI 48307. However, at any time deemed necessary or
advisable by the Employer for business purposes, the Employee shall work at such
other place or places as may be determined by the Employer.
Hours of
Employment
4. The
Employee shall work 8+ hours daily during the periods to be designated by the
Employer and 5 days each week, for a total of 40+ hours per week actually
devoted to the business of the Employer.
Engaging in Other
Employment
5. The
Employee shall devote his entire productive time, ability, and attention during
the normal business hours to the business of Employer. The Employee
shall not, during the term of this Agreement, directly or indirectly, render any
services of a business, commercial, or a professional nature, whether for
compensation or otherwise, to any person or organization which competes,
directly, or indirectly, with the business of the employer, without the prior
written consent of the Employer.
Compensation
6. As
compensation for services rendered under this Agreement, the Employee shall be
entitled to receive from the Employer a salary of $150,000 per year, payable in
semi-monthly installments in which such payment becomes due, prorated for any
partial employment period. In addition, David Lester is eligible for
additional quarterly and annual bonus compensation, stock options and stock
grants based on performance metrics outlined by the board of
directors. This includes stock options of 500,000 at hire, with 25%
immediately vested and 25% vested after completion of each quarter
hire.
Employee Benefit
Plans
7. The
Employee shall be entitled to participate in any qualified pension plan,
qualified profit-sharing plan, medical or dental reimbursement plan, group term
life
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insurance
plan, or any other employee benefit plan which is presently existing or which
may be established in the future by the Employer. Such right to
participation shall be in accordance with the terms of the particular plans
involved.
Paid
Vacations
8. The
Employee shall immediately have an annual vacation leave of 3 weeks in 2009 and
4 weeks within the following calendar at full pay. The time for such
vacation shall be selected by the Employee, but must be approved by the
Employer.
Holidays
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9.
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The
Employee shall be entitled to full payment on each
traditional.
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Paid Sick
Leave
10. The
Employee shall entitled to 5 days per year as sick leave with full
pay. Such sick leave can be accumulated up to a total of 10 days or
without limitation.
Business
Expenses
11. The
Employer, in accordance with the rules and regulations that it may issue from
time to time, shall reimburse the Employee for business expenses properly
incurred during the performance of his duties.
Termination of
Employment
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12.
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(a) If
the Employee willfully breaches or habitually neglects the duties which he is
required to perform under the terms of this Agreement, the Employer may at its
option terminate this Agreement by giving 14 days’ written notice of termination
to the Employee, without prejudice to any other remedy to which the Employer may
be entitled either at law, in equity, or under this Agreement; or
(b) The
employment of the Employee shall continue only for as long as the services
rendered by him are satisfactory to the Employer, regardless of any other
provision contained in this Agreement. The Employer shall be the sole
judge as to whether the services of the Employee are satisfactory;
or
(c) This
Agreement may be terminated without cause by either party giving 15 days’ notice
of termination to the other party. Such
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termination
shall not prejudice any other remedy to which either party may be entitled
either at law, in equity, or under this Agreement.
Severance
Pay
13. In the
event of termination of this Agreement prior to the completion of the term of
the employment specified herein, the Employee shall be entitled to the
compensation earned by him prior to the date of termination as provided for in
this Agreement, computed pro rata up to and including that date. In
addition, if the Employer terminates the employment of the Employee, the
Employee shall be entitled to receive a cash severance pay in an amount equal to
1 month salary.
Amendment and
Waiver
14. Any
provision of this Agreement may be altered or amended by a written document
signed by both parties hereto setting forth such alteration or amendment without
affecting the obligations created by the other provisions of this
Agreement. The Employer and the Employee agree that the failure to
enforce any provision or obligation under this Agreement shall not constitute a
waiver thereof or serve as a bar to the subsequent enforcement of such provision
or obligation or any other provision or obligation under this
Agreement.
Survival of
Covenants
15. This
Agreement shall be binding upon any successors or heirs or representatives of
the parties hereto. The restrictive covenants and promises of the
Employee contained in this Agreement shall survive any termination or rescission
of this Agreement unless the Employer executes a written agreement specifically
releasing the Employee from such covenants.
Governing
Law
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16.
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This
Agreement is to be construed in accordance with the laws of the State of
Michigan.
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Construction
17. Throughout
this Agreement, the use of the singular number shall be construed to include the
plural, the plural the singular, and the use of any gender shall include all
genders, whenever required by context.
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Obligation to Execute
Documents
18. Each
party to this Agreement shall, from time to time, upon request by the other
party, execute any additional documents which reasonably may be required to
effectuate the purposes of this Agreement.
Severability
19. If any
provision of this Agreement is held invalid by any tribunal in a final decision
frorm which no appeal is or can be taken, such provision shall be deemed
modified to eliminate the invalid element, and, as so modified, such provision
shall be deemed a part of this Agreement. The invalidity of any
provision of this Agreement shall not affect the force and effect of the
remaining provisions.
Notices and Written
Consents
20. All
notices or written consents to be given hereunder by either party to the other
may be effected either by personal deliver or by registered or certified mail,
return receipt requested. When mailed, notices or written consents
shall be addressed to the parties at the addresses appearing above, unless a
party has notified the other party of a change in address. Personal
delivery to the Employer of any notice or written consent may be effected by
personal delivery to the Employee’s immediate supervisor at his place of
employment. Notice shall be considered communicated, and consent
shall be considered given, as of the date it is actually received.
Executed
at 407 Sixth Street, Rochester, Michigan, on the day and year first above
written.
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Employer:
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| /s/David Harrell | |
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David
Harrell, Chairman
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Employee:
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| /s/David Lester | |
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David
Lester
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5
APPENDIX
A: CEO JOB DESCRIPTION
Job
Title: Chief Executive
Key
Function:
To
implement the strategic goals and objectives of the organization to accelerate
profitability and growth of company. The CEO/Director is a major
contributor to the long-term viability, viable development and autonomy of the
Company. The CEO/Director reports to the Chair of the Board and is
responsible to the Board of Directors.
Major
Duties/Accountabilities:
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1.
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Board
Administration and Support – Supports operations and administration of
Board by advising and informing Board members, interfacing between Board
and staff, and supporting Board’s evaluation of chief
executive
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2.
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Program,
Product and Service Delivery – Overseas design, marketing, promotion,
delivery and quality of existing and new programs, products and
services.
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3.
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Financial,
Tax, Risk and Facilities Management – Recommends yearly budget for Board
approval and prudently manages organization’s resources within those budge
guidelines according to current laws and
regulations. Responsible for overseeing and final preparation
of all filings as required by SEC.
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4.
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Human
Resource Management – Effectively manages the human resources of the
organization according to authorized personnel policies and procedures
that fully conform to current laws and
regulations
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5.
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Community,
Public and Investor Relations – Assures the organization and its mission,
programs, products and services are consistently presented in strong,
positive image to relevant
stakeholders.
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David
Lester Named CEO of OPTIMIZERx Corporation
Rochester,
MI – April 6, 2009 – OPTIMIZERx Corporation (OTCPK: OPRX) announced today
that David Lester has been named Chief Executive Officer. Mr. Lester
takes over the CEO reigns from founder David Harrell, who will remain Chairman
of the Board. Mr. Harrell will remain active with the Company in
various business development duties. In addition to his role as CEO,
Mr. Lester will also serve on the OPTIMIZERx Board of Directors.
David
Lester is a business veteran whom has accumulated over thirty years of executive
experience in the areas of business, marketing, sales, operations, technology,
and leadership. Prior to accepting his new role with
OPTIMIZERx, Mr. Lester held the title of Director, Consumer & Industrial
Products Marketing for Deloitte LLP. During his tenure at Deloitte,
he established Deloitte as a leader through innovative programs and strategic
partnerships. Prior to Deloitte, he worked with Sun Microsystems as
Director, Industry Strategy & Marketing, and Manufacturing
Industries.
David
Lester has worked with Governor Tommy Thompson, former Secretary of Health &
Human Services, on health care reform and cost control; partnered with Governor
Tom Ridge, former head of Homeland Security on defending cyber security
initiatives; and as a active participant within the National Association of
Manufacturers and the Manufacturing Institute worked with former Michigan
Governor John Engler, now President of the National Association of
Manufacturers, on challenges inhibiting the competitiveness of
manufacturers like health care reform, trade policy, renewable energy, business
tax reform, and sustainability.
David
Harrell commented, "David Lester brings a valuable skill set to lead OPTIMIZERx
into what we believe will be an accelerated growth period. His
executive experience will provide a significant asset to complement our
executive team. As we further strengthen our relationships with our
strategic partners, it is imperative to have a CEO of the highest caliber and I
believe that we have found that in David Lester.”
"I'm very
pleased to be joining OPTIMIZERx," said David Lester. "I view this as an
incredible opportunity to join an organization that is leading an industry
change into a very large, and constantly growing, market. The
business development that the Company has achieved in such a short time frame is
quite impressive and a testament to the quality of leadership already in
place. I hope that my experience and relationships can help our
executive team take this company to the next level.”
About
OPTIMIZERx Corporation
OPTIMIZERx
provides unique platforms to help patients better afford and comply to their
medicines and healthcare products, while offering pharmaceutical and healthcare
companies effective ways to expand patient awareness, access and adherence to
their brands. The Company's patient support website, www.OPTIMIZERx.com,
and its permanent subscriber base, continue to grow each month and is quickly
becoming the preferred way to access
branded
prescription savings and support programs. Additionally, OPTIMIZERx has
developed OFFERx(TM) and ADHERxE(TM) to allow a more streamlined, effective way
to create, promote and manage new trial or co-pay programs on behalf of
brand-name pharmaceuticals and health care products.
'SAFE
HARBOR'
This
press release contains forward-looking statements within the definition of
Section 27A of the Securities Act of 1933, as amended and such section 21E of
the Securities Act of 1934, amended. These forward-looking statements should not
be used to make an investment decision. The words 'estimate,' 'possible' and
'seeking' and similar expressions identify forward-looking statements, which
speak only as to the date the statement was made. The company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
because of new information, future events, or otherwise. Forward-looking
statements are inherently subject to risks and uncertainties, some of which
cannot be predicted, or quantified. Future events and actual results could
differ materially from those set forth in, contemplated by, or underlying the
forward-looking statements. The risks and uncertainties to which forward-looking
statements are subject include, but are not limited to, the effect of government
regulation, competition and other material risks.
Contact:
Tom
Majerowicz
248-651-6568