form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
[Missing Graphic Reference]
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
Report (Date of the earliest event reported): April 28, 2009
Aspyra, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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California
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001-13268
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95-3353465
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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26115-A
Mureau Road
Calabasas,
CA 91302
(Address
of Principal Executive Offices) (Zip Code)
(818)
880-6700
(Registrant’s
Telephone Number, Including Area Code)
Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York, New York 10006
(212)
930-9700
(212)
930-9725 (Fax)
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))
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Item
1.02
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Termination
of a Material Definitive Agreement
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On April
28, 2009, Mr. John Mutch informed the management and Board of Directors
(the “Board”) of Aspyra, Inc. (the “Company”) that he was resigning as chairman
and director of the Company, effective immediately. Mr. Mutch did not
resign as a result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
On April
28, 2009, in conection with Mr. Mutch’s resignation as chairman and director of
the Company, the Company’s consulting agreement with MV Advisors, LLC (“MV
Advisors”), a consulting firm of which Mr. Mutch is the sole member and
Managing Partner, entered into on June 26, 2008, was terminated. Under the
agreement, MV Advisors provided strategic consulting services to the Company and
received an annual fee of $75,000, payable in non-refundable quarterly advances,
offset by the amount of any retainer or meeting fees paid to Mr. Mutch for
his board service. In addition, MV Advisors was paid a success fee based
upon the value of certain customer contracts secured by the Company as a result
of the efforts of MV Advisors. MV Advisors was also granted rights to purchase
certain offerings of future Company equity securities. In his capacity as
a consultant to the Company through MV Advisors, Mr. Mutch was also awarded
a non-qualified stock option under the Company’s 2005 Stock Incentive Plan
exercisable for 240,000 shares of the Company’s Common Stock, vesting in equal
monthly installments over three years, subject to full acceleration upon a
“Change in Control,” as defined in the consulting agreement.
On April
30, 2009, the Board of Directors of Aspyra, Inc. appointed James Zierick as
chairman. Mr. Zierick has been a director of the Company since
September 2007 and was interim Chief Executive Officer of the Company from
February 2008 to November 2008.
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.
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May 4,
2009
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Aspyra, Inc.
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/s/
Anahita Villafane
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Anahita
Villafane
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Chief Financial
Officer
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