SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
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 23, 2007
CHEMBIO
DIAGNOSTICS, INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
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0-30379
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88-0425691
|
||
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(State
or other jurisdiction
|
(Commission
File Number)
|
(IRS
Employer
|
||
|
of
Incorporation)
|
Identification
Number)
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|||
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3661
Horseblock Road
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||||
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Medford,
NY 11763
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||||
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(Address
of principal executive offices)
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||||
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631-924-1135
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||||
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(Registrant’s
Telephone Number)
|
N/A
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note
This
Amendment No. 1 to Form 8-K amends and restates the original Form 8-K filed
with
the Commission on April 27, 2007 to correct an administrative error made in
attaching the wrong copy of the Employment Agreement between the Company and
Javan Esfandiari, which was not signed by either party. The attached final
copy
of that Employment Agreement, in addition to the provisions discussed in this
Form 8-K/A, provides that Mr. Esfandiari shall not without the Company's prior
written consent solicit or enter into discussions for employment with any of
the
Company's competitors while he is employed by the Company. There are no other
differences.
Item
1.01. Entry into a Material Definitive Agreement
Employment
Agreement with Mr. Javan Esfandiari
On
April
23, 2007, Chembio Diagnostics, Inc., a Nevada Corporation (the “Company”),
entered into a new employment agreement dated April 23, 2007, and to be
effective March 5, 2007 (the “Employment Agreement”), with Mr. Javan Esfandiari
to continue as the Company’s Senior Vice President of Research and Development
for an additional term of three years. Mr. Esfandiari’s salary under the
Employment Agreement is $185,000 for the first year, $210,000 for the second
year, and $235,000 for the final year. Mr. Esfandiari is eligible for a cash
bonus of up to 50% of his base salary for each respective year, consisting
of
(i) a cash bonus of up to 37.5% of his calendar year base salary based on the
performance of the Company’s Dual Path Platform Technology, which is directly
related to certain annual revenue targets budgeted by management of the Company,
and (ii) a cash bonus of up to 12.5% of his calendar year base
salary that
is
at the complete discretion and determination of the board of
directors.
The
Company also granted Mr. Esfandiari a stock grant of 200,000 shares of the
Company’s common stock. 100,000 shares will vest immediately, 50,000 shares will
vest on the first anniversary date of the Employment Agreement, and 50,000
shares will vest on the second anniversary of the Employment Agreement. In
addition, the Company will grant Mr. Esfandiari up to 50,000 shares of the
Company’s common stock for 2007 and 2008 based upon the performance of the
Company’s Dual Path Platform Technology, which is directly related to certain
annual revenue targets budgeted by management of the Company.
Pursuant
to the Company’s 1999 Equity Incentive Plan and Stock Option Agreement, the
Company also granted Mr. Esfandiari incentive stock options to purchase 300,000
shares of the Company’s common stock. The price per share of these options is
equal to the fair market value of the Company’s common stock on April 23, 2007,
which is the date on which the Agreement was entered into. 100,000 shares of
the
stock options vest immediately, 100,000 shares of the stock options will vest
on
the first anniversary of the Employment Agreement, and 100,000 shares of the
stock options will vest on the second anniversary of the Employment
Agreement.
The
foregoing is qualified in its entirety by reference to the Employment Agreement,
which is filed as an exhibit to this Current Report on Form 8-K and incorporated
herein by reference.
Item
9.01 Financial
Statements and Exhibits
Exhibit
Number Description
Exhibit
10.1 Employment
Agreement between Chembio
Diagnostics, Inc. and Javan Esfandiari.
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 thereunto
duly authorized.
Date:
May
2, 2007 Chembio
Diagnostics, Inc.
By: /s/
Lawrence A. Siebert
Lawrence
A. Siebert
Chief
Executive Officer
EXHIBIT
INDEX
Exhibit
Number Description
Exhibit
10.1 Employment
Agreement between Chembio
Diagnostics, Inc. and Javan Esfandiari.