Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
On October 26, 2016, the
Board of Directors (the “Board”) of MEDITE Cancer
Diagnostics, Inc. (the “Company”) held a meeting
whereby it accepted the resignation of Michaela Ott as Chief
Executive Officer of the Company, effective
immediately.
Further,
the Board also accepted the resignation of Michael Ott as Chief
Operating Officer of the Company, effective immediately. Mr. Ott
shall remain the Chief Executive Officer of the Company’s
wholly owned subsidiaries, MEDITE Enterprises, Inc., and MEDITE
GmbH.
Michaela
Ott was then appointed by a unanimous vote of the Board to the
position of Chief Operating Officer of the Company upon the same
terms and conditions as her current employment, to serve until her
resignation or removal.
The
Board further accepted the resignation of Robert F. McCullough, Jr.
as Chairman of the Board and unanimously elected Michael Ott to the
position of Chairman of the Board to serve until such time as his
resignation or removal. Mr. McCullough remains a Director and Chief
Financial Officer of the Company.
The
Board further unanimously voted to appoint David E. Patterson to
the position of Director of the Company to serve until his
resignation or removal.
The
Board, by unanimous consent, appointed David E. Patterson to the
position of Chief Executive Officer and Director of the Company to
serve until such time as his removal or resignation. Pursuant to
Mr. Patterson’s Executive Employment Agreement with the
Company, the Commencement Date of Mr. Patterson’s appointment
shall be October 31, 2016. He shall receive an annual base salary
of $120,000. He shall also be granted 250,000 restricted shares of
the Company’s common stock
(the
“Shares”). The Shares will vest in
three (3)
equal installments on each of the first three annual anniversary
dates of Mr. Patterson’s appointment, so long as he remains
employed by the Company through each such vesting date. Mr.
Patterson shall also be entitled to annual performance bonuses,
benefits and vacation in accordance with the Company’s
current policy.
David E. Patterson. Age 66, Chief Executive
Officer/Director
David
E. Patterson is a Healthcare Executive with over 30 years of
progressive experience in consulting, large product company
executive positions and managed care payer-provider relations
experience with large insurance company. He has an extensive
history of increasing responsibility, achievement of growth in all
positions across product/ technology and payer-service segments of
healthcare. From July 2014 until the present, Mr. Patterson
operated Patterson Group, LLC, where he provided advisory services
to Healthcare Technology, Pharmaceutical and Healthcare Information
Technology companies, providing current and past company support.
Also during 2014, Mr. Patterson was also engaged as a Consultant by
Fusion Alliance where he provided business development services to
support a project to create a healthcare vertical to serve the
Accountable Care Organization market. From November 2009 through
June 2013, Mr. Patterson served as Vice President of Business
Development and Marketing for Symbios Medical Products, LLC,
reporting to the CEO with a focus on business plan preparation,
capital raising/investor introductions, assessment of potential
sales and distribution companies and product management via market
creation programs. From August 2005 through October 2009, Mr.
Patterson served as a Consultant to Philips Medical Systems where
he was responsible for leading a team in the development of the
Ambient Experience (AE) solution within Philips Healthcare to
enhance customer loyalty and increase capital equipment purchases.
The objective was to develop a path to commercialization of patient
centric solutions by understanding customer needs and effects of
enhanced care environments on patient outcomes and operational
efficiency for healthcare providers. Additionally was asked to lead
a team within Philips to develop a set of technology and business
solutions to support building a service utilizing RFID/RTLS
technology and eventually branching out to process improvement
consulting and middleware/software offerings for health systems.
Mr. Patterson obtained a B.S. Degree in Economics from Purdue
University. He does not, and has not served as an officer or
director of any
other company required to file reports with the Securities and
Exchange Commission.