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): August 7, 2014
OptimizeRx Corporation
(Exact name of registrant as specified in its charter)
| Nevada | 000-53605 | 26-1265381 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 400 Water Street, Suite 200, Rochester, MI | 48307 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 248.651.6568
|
___________________________________________________ (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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 7, 2014, our Board of Directors appointed Mr. Gus D. Halas to serve as a member of the Board of Directors.
Mr. Halas has served as CEO of several companies. He was Chief Executive Officer and President of the Central Operating Companies at Central Garden & Pet Company from April 2011 through May 2013 and currently serves as a consultant to that Company. Mr. Halas was President and Chief Executive Officer of T-3 Energy Services, Inc. from May 2003 to March 2009 and also served as Chairman of the Board of Directors from March 2004 to March 2009. From August 2001 to April 2003, Mr. Halas served as President and Chief Executive Officer of Clore Automotive, Inc. He also serves as a director for Triangle Petroleum Corp. and Hooper Holmes, Inc.
Mr. Halas is qualified to serve on our Board of Directors because of his experience and expertise as an executive and a director with companies implementing “turnaround” strategies. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws
There were no arrangements or understandings between Mr. Halas and any other persons pursuant to which such individual was selected as a Director of our company.
Pursuant to our Director Compensation Plan, non-employee directors (“Outside Directors”) shall receive (a) a $25,000 annual cash retainer, payable in equal quarterly installments, and (b) reimbursement for expenses related to Board meeting attendance and any committee participation. Directors are expected to attend four meetings per year as well as spend an additional 10 – 20 hours per month on Company matters. In addition, Outside Directors shall receive 25,000 shares of Common Stock, payable in equal quarterly installments, which shall vest immediately. Directors that are also employees of the Company shall not receive additional compensation for serving on the Board.
We issued a press release on August 11, 2014 announcing the appointment of Mr. Halas to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release dated August 11, 2014, titled “OptimizeRx Announces Appointment of Gus D. Halas to Board of Directors” |
| 2 |
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/ Doug Baker
Doug Baker
Chief Financial Officer
Date: August 12, 2014
| 3 |
OPTIMIZERx Announces Appointment of Gus D. Halas to Board of Directors
ROCHESTER, MI -- August 11, 2014 – (Marketwired via COMTEX) -- OPTIMIZERx Corporation. (OTCQB: OPRX) announced today that Gus D. Halas has joined its Board of Directors.
Mr. Halas has an extensive operating background at a variety of companies across a wide range of industries. Mr. Halas is a member of the advisory Board of White Deer Energy and former CEO of Central Garden and Pet Corp, a leading pet care retailer. Mr. Halas is also a Director of Triangle Petroleum, a publicly held independent energy company, and Hooper Holmes, Inc., a publicly held health and wellness company. As a result of this broad experience, Mr. Halas is expected to bring additional broad based business and investor perspective to the Company’s senior leadership. Mr. Halas holds a BS in Physics and a BS in Economics from the Virginia Polytechnic Institute and State University.
“Gus will be a real asset to us as we hone our strategy and further position ourselves for growth acceleration,” said Dave Harrell, CEO of OPTIMIZERx Corporation. “We look forward to working with Gus and the operating perspective that he brings. The addition of Gus to our Board is the first step in expanding our Board to help guide the Company in its growth.”
About OPTIMIZERx Corp
OPTIMIZERx Corp. (OTCQB: OPRX) provides unique consumer and physician platforms to help patients better afford and comply with their medicines and healthcare products, while offering pharmaceutical and healthcare companies more effective ways to expand patient awareness, access and adherence to their medications. For more information, please go to www.optimizerxcorp.com or www.samplemd.com.
'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:
OPTIMIZERx
Doug Baker
dbaker@samplemd.com
248-651-6568 x807
Capital Markets Advisor
Merriman Capital, Inc.
Douglas Rogers, Managing Director
Head of Capital Markets Advisory Group
drogers@merrimanco.com
415-248-5612