Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On June 17, 2020, the Compensation Committee of the Board of Directors of
ERBA Diagnostics, Inc. (the "Company"), as well as the independent directors on
the Board of Directors of the Company, approved a one-time payment to David
Barka, the Company's Interim Chief Executive Officer, in the amount of one
hundred fifty thousand dollars ($150,000), payable June 18, 2020, for the
services he has provided as the Company's Interim Chief Executive Officer and
approved a one-time retainer for Mr. Barka in the amount of one hundred fifty
thousand dollars ($150,000), payable July 2, 2020, for his continued services as
the Company's Interim Chief Executive Officer.
As previously reported, since Mr. Barka's appointment as the Company's Interim
Chief Executive Officer in July 2017, the Company has not paid Mr. Barka any
compensation for his services as the Company's Interim Chief Executive Officer,
because, in addition to serving as the Company's Interim Chief Executive
Officer, Mr. Barka has also served, and continues to serve, as President of
Calbiotech, Inc., President of Calbiotech Veterinary Diagnostics, and President
of Microplate Dispensers, Inc. d/b/a Moduline Systems, all of which are direct
or indirect subsidiaries of Erba Diagnostics Mannheim GmbH, the majority
stockholder of the Company ("Erba Mannheim").
Mr. Barka continues to serve as the Company's Interim Chief Executive Officer
and oversees the business and operations of the Company and its wholly owned
subsidiaries. As the Company's Interim Chief Executive Officer, Mr. Barka's
continuing role is also expected to include, among other things, assisting the
Company in its efforts to find and train a permanent successor to the role of
the Company's Chief Executive Officer. Mr. Barka's employment with the Company
continues to be at-will and may be terminated by the Company or by Mr. Barka at
any time for any reason or for no reason.
As previously reported, Erba Mannheim beneficially owns, directly or indirectly,
approximately 83.3% of the outstanding shares of the Company's common stock. As
also previously reported, the Company and its wholly owned subsidiaries, on the
one hand, and Erba Mannheim and its affiliates, on the other hand, have engaged
in and are currently engaged in a number of commercial transactions.
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