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): January 13, 2014
BIOSCRIP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-28740 | 05-0489664 | ||
| (State of Incorporation) | (Commission File Number) |
(I.R.S. Employer Identification No.) |
| 100 Clearbrook Road, Elmsford, New York | 10523 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (914) 460-1600
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:
| ¨ | 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)) |
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 January 13, 2014, the Board of Directors (the “Board”) of BioScrip, Inc. (the “Company”) determined to increase the size of the Board from eight members to nine members and appointed Tricia Huong Thi Nguyen, M.D. to fill the resulting vacancy and serve as a member of the Board, effective immediately. Dr. Nguyen will serve on the Governance and Nominating Committee as well as the Corporate Strategy Committee.
There are no arrangements or understandings between Dr. Nguyen and any other persons pursuant to which Dr. Nguyen was appointed as a director. There are no related party transactions between the Company and Dr. Nguyen. There is no former employment relationship between the Company and Dr. Nguyen. There is no family relationship between Dr. Nguyen and any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company.
In connection with her service as a director, Dr. Nguyen will receive the Company’s standard non-employee director compensation. Cash compensation for Dr. Nguyen, to be paid pro rata, consists of an annual retainer of $50,000, plus an additional $5,000 annual retainer for committee service.
In connection with her appointment to the Board, Dr. Nguyen was granted a one-time restricted stock award under the BioScrip, Inc. 2008 Equity Incentive Plan for 10,000 shares of the Company’s common stock, all of which will fully vest at the Company’s 2014 annual meeting of stockholders, subject to Dr. Nguyen’s continued service as a member of the Board. In addition, Dr. Nguyen is expected to enter into an indemnification agreement with the Company, the form of which was included as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 14, 2013.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On January 14, 2014, the Company issued a press release announcing the appointment of Dr. Nguyen as a member of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| See the Exhibit Index which is hereby incorporated by reference. |
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.
| BIOSCRIP, INC. | ||||
| Date: January 14, 2014 | /s/ Kimberlee C. Seah | |||
| By: | Kimberlee C. Seah | |||
|
Senior Vice President and General Counsel
| ||||
Exhibit Index
| Exhibit Number | Description |
| 99.1 | Press Release issued by the Company dated January 14, 2014 |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
BIOSCRIP APPOINTS TRICIA HUONG THI NGUYEN TO BOARD OF DIRECTORS
ELMSFORD, N.Y. – January 14, 2014 – BioScrip®, Inc. (NASDAQ: BIOS) today announced that it has appointed Tricia Huong Thi Nguyen, M.D., 41, to its Board of Directors, effective immediately. The addition of Dr. Nguyen increases the size of the Board from eight to nine members, eight of whom are independent and all of whom are elected annually. As an independent director, Dr. Nguyen will serve on the Nominating and Governance Committee and the Corporate Strategy Committee and will stand for election at the Company’s 2014 Annual Meeting of Stockholders.
Dr. Nguyen is an industry veteran with more than 20 years of leadership experience in managed care and health insurance. She currently serves as the president of Texas Health Population Health, Education, Research and Innovation Center, an organization devoted to sharing best practices, disseminating information about innovative approaches, leading physician-directed population health initiatives and coordinating community-based well-being collaboration.
“Dr. Nguyen has a passion for patient care and a deep understanding of our industry, and we are pleased to welcome her to the BioScrip Board of Directors,” said Myron Holubiak, Chairman of the Board. “Dr. Nguyen’s extensive healthcare expertise, combined with her appreciation of payer relationships, will help BioScrip continue to advance its strategy toward a home infusion and post-acute care model. On behalf of the entire Board, we look forward to benefiting from her insights and contributions.”
Until September 2013, Dr. Nguyen served as the Chief Medical Officer of Banner Health Network, where she oversaw the activities of more than 2,500 physicians. Between 2008 and 2011 she held senior positions at Blue Cross Blue Shield in Kansas City and Florida. From August 2005 to April 2008, Dr. Nguyen was Vice President and Market Medical Officer of Humana, Inc., a managed health care company that markets and administers health insurance. Dr. Nguyen received her medical degree from the University of Missouri’s Columbia School of Medicine and her Bachelors of Science from Creighton University School of Pharmacy. She also holds a Medical Management Executive MBA from the University of Texas at Dallas.
About BioScrip, Inc.
BioScrip, Inc. is a leading national provider of infusion and home care solutions. BioScrip partners with physicians, healthcare payors, government agencies, hospital systems and pharmaceutical manufacturers to provide patients access to post-acute care services. BioScrip operates with a commitment to bring customer-focused pharmacy and related healthcare infusion therapy services into the home or alternate-site setting. By collaborating with the full spectrum of healthcare professionals and the patient, BioScrip provides cost-effective care that is driven by quality, customer service, and values that promote positive outcomes and an enhanced quality of life for those it serves. BioScrip provides its infusion and home care services from 108 locations across 29 states.
Contacts:
Hai Tran, BioScrip, Inc., 952-979-3768
Lisa Wilson, In-Site Communications, Inc., 212-759-3929