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: October 4, 2004
(Date of earliest event reported)
VASOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-18105 11-2871434
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
180 Linden Avenue, Westbury, New York 11590
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (813) 286-8644
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Not applicable
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(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
[ ] Pre-commencement communications pursuant to Rule 13e-4c under the Exchange
Act (17 CFR 240.13e-4c)
Item 5.01 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(c) (1) On September 30, 2004, Vasomedical, Inc. ("Vasomedical" or
"Registrant") issued a press release announcing the election of Thomas Glover as
Chief Executive Officer, President and Director effective October 4, 2004, which
is attached as Exhibit 99.1 hereto and incorporated by reference. Photios T.
Paulson, the interim Chief Executive Officer prior to Mr. Glover's appointments,
will continue to serve as a director and act as an advisor to Vasomedical.
(2) In connection with his election as Chief Executive Officer and
President, Vasomedical granted to Mr. Glover options to purchase 1,000,000
shares of common stock at an exercise price of $1.09 per share. These options
have a ten year term and vest in four equal annual installments commencing
October 4, 2004 and ending October 4, 2007. Mr. Glover is not related to any of
the officers or directors of Vasomedical.
(3) Vasomedical intends to enter into an employment agreement with Mr.
Glover.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
99 Press release dated September 30, 2004 issued by Vasomedical, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
VASOMEDICAL, INC.
/s/ Thomas W. Fry
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Thomas W. Fry
Chief Financial Officer
(Principal Financial and Accounting
Officer)
Dated: October 7, 2004