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): April 18, 2005
CURATIVE HEALTH SERVICES, INC.
(Exact name of registrant as specified in its charter)
Minnesota 000-50371 51-0467366
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
150 Motor Parkway
Hauppauge, New York 11788-5145
(Address of principal executive offices) (zip code)
(631) 232-7000
(Registrant's telephone number, including area code)
Not Applicable
(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 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))
Item 1.01 Entry into a Material Definitive Agreement
Separation Agreement - Anne Bruce
On April 18, 2005, the Company entered into a Separation Agreement (the
"Separation Agreement") with Anne Bruce, the Company's Senior Vice President and
Chief Information Officer/Security Officer to set out the terms for terminating
Ms. Bruce's employment with the Company. Ms. Bruce serves in her position
pursuant to an Employment Agreement, dated September 2, 2003, as amended (the
"Bruce Agreement").
Under the Separation Agreement, Ms. Bruce has agreed that her last day of
employment was March 28, 2005. Subject to the execution of the Separation
Agreement (and provided that Ms. Bruce does not revoke and or rescind the
releases in the Separation Agreement), the Company has agreed to pay Ms. Bruce,
within thirty days of March 28, 2005, a lump sum severance payment equal to the
sum of six month's of her annual base salary, less applicable withholdings and
deductions. The Company has also agreed to provide Ms. Bruce, for a six-month
period beginning March 28, 2005 or until Ms. Bruce obtains full-time employment
providing welfare benefits, whichever occurs first, with welfare benefits
(including life and health insurance benefits) of substantially similar design
and cost to Ms. Bruce as the benefits available to her prior to March 28, 2005.
Furthermore, any unvested stock option awards held by Ms. Bruce which would
otherwise vest and become exercisable during the 12 month period after March 28,
2005 vested and became exercisable on March 28, 2005.
Ms. Bruce also acknowledges that the covenants that she provided to the
Company regarding trade secrets and confidential information, transfer of
inventions, non-competition, disclosure to prospective employers,
non-solicitation and noninterference, and precluded indirect activity set forth
in Section 5 of the Bruce Agreement shall remain in full force and effect
according to their terms. Ms. Bruce had covenanted that she will not render
service anywhere in the world to any competing business in connection with
certain products during the term of her employment and two years after the end
of such employment, subject to certain exceptions regarding accepting employment
with non-competing divisions of large diversified competing businesses.
Furthermore, Ms. Bruce has agreed to assist and cooperate with the Company in
connection with the defense or prosecution of any claims or threatened claims
that may be made against or by the Company and will agree to perform all acts
and execute and deliver any documents that may be reasonably necessary to carry
out the provisions of this covenant.
1.02 Termination of a Material Definitive Agreement
The Bruce Agreement terminated effective March 28, 2005 and upon execution
of the Separation Agreement on April 18, 2005, the Separation Agreement
effectively supersedes the Bruce Agreement. The information contained in Section
1.01 above is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description of Exhibit
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10.1 Separation Agreement, dated March 28, 2005, by and
between the Company and Anne Bruce
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 hereunto duly authorized.
CURATIVE HEALTH SERVICES, INC.
Date: April 26, 2005 By: /s/ Thomas Axmacher
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Thomas Axmacher
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description of Exhibit
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10.1 Separation Agreement, dated March 28, 2005, by and
between the Company and Anne Bruce