Form 8-K
0000806517 False 0000806517 2022-03-18 2022-03-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  March 18, 2022

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PSYCHEMEDICS CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware1-1373858-1701987
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

289 Great Road

Acton, Massachusetts 01720

(Address of Principal Executive Offices) (Zip Code)

(978) 206-8220

(Registrant's telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock. $0.005 par valuePMDThe NASDAQ Stock Market, LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           On March 18, 2022, Harry Connick, a member of the Board of Directors (the “Board”) of Psychemedics Corporation announced his retirement as a member of the Board, to take effect as of April 4, 2022. 

(d)           Also on March 18, 2022, the Board elected Andrew Reynolds as a member of the Board, effective as of April 4, 2022 to fill the vacancy created by Mr. Connick’s retirement. Mr. Reynolds will join the Board as an independent member. Mr. Reynolds has been named to the Audit, Nominating, and Compensation Committees of the Board, to take effect on April 4, 2022.  Mr. Reynolds will be compensated and will be eligible to participate in the Company’s compensation plans and arrangements in the same manner as the Company’s other independent directors, as described in the Company’s proxy materials filed with the U.S. Securities and Exchange Commission.  In addition, in connection with his appointment as a director, the Company agreed to grant to Mr. Reynolds effective on April 4, 2022 stock unit awards covering an aggregate of 2,000 shares of the Company’s Common Stock.

Item 7.01. Regulation FD Disclosure.

The Company issued a press release on March 22, 2022 announcing the retirement of Mr. Connick and the election of Mr. Reynolds.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. 

Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the presentation attached hereto as Exhibit 99.1, 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 of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)       Exhibits

Exhibit No. Description
   
99.1 Press release dated March 22, 2022 of Psychemedics Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURE

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.

 PSYCHEMEDICS CORPORATION
   
  
Date: March 22, 2022By: /s/ Andrew Limbek        
  Andrew Limbek
  Vice President, Controller
  

 

EdgarFiling

EXHIBIT 99.1

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Psychemedics Corporation Welcomes Drew Reynolds to Its Board of Directors and Announces the Retirement of Harry Connick From His Director Role

ACTON, Mass., March 22, 2022 (GLOBE NEWSWIRE) -- Psychemedics Corporation (NASDAQ:PMD), the world’s largest provider of hair testing for drugs of abuse, is pleased to welcome Andrew “Drew” M. Reynolds to the Psychemedics Board of Directors effective April 4th, 2022. Mr. Reynolds will also serve as a member of the Audit, Compensation, and Nominating and Governance Committees.

Mr. Reynolds currently serves as a board director and independent consultant to a number of companies. He has over 25 years-experience and has held positions in strategy, corporate development, sales and marketing, both domestically and internationally. He has a strong track record of driving profitable growth and creating value at private and public technology companies. During his career, he has been an advocate for shareholders and the effective use of investor capital in both his operating and board roles.

“We are extremely pleased that Drew has agreed to join our Board of Directors,” said Raymond C. Kubacki, CEO. “Drew comes to us with extensive global experience and a wide range of skills in revenue-driving positions such as business development, sales/marketing, mergers and acquisitions and partnerships. In addition, Drew’s direct, hands-on operational experience, as well as his work in the trucking market, one of our key verticals, makes him an exceptionally strong match for us. He will be a terrific addition as we plan to accelerate Psychemedics’ growth and profitability during these challenging but exciting times ahead.”

The Company is also announcing that Harry Connick plans to retire from the Psychemedics Board of Directors effective April 4th, 2022. Mr. Connick has served as a board director for over 18 years and has been a member of the Audit, Compensation, and Nominating and Governance Committees. Previously, Mr. Connick served with great distinction as the District Attorney of the Orleans Parish in Louisiana for 30 years.

“I would like to thank Harry for his long-term contributions to our company’s Board; and for his commitment and dedication to addressing the serious problem of drug abuse. Harry is, and always has been, a difference-maker in helping other people. His leadership role and focus on deterring high school students from making poor choices about drugs has been extremely significant for the young people of our country, as well as for our Company.”

BIOGRAPHY OF DREW REYNOLDS

Currently, Drew serves as an independent director for AddSecure, a Stockholm, Sweden based provider of Internet of Things (IoT) solutions including security, surveillance, and safety communication systems; Idle Smart, an early-stage provider of idle and battery power management solutions for large transport vehicles; and Linxup (fka Agilis Systems), a SaaS-based provider of trucking fleet telematics and tracking solutions. Drew is also on the advisory board of Locomation, an autonomous trucking company providing aftermarket solutions for large commercial transport vehicles. Beyond his board responsibilities, Drew provides consulting services to a variety of enterprise software and IoT companies, and these engagements are typically focused on business strategy or supporting buy-side and sell-side M&A.

Over the course of his career as a corporate development executive, Drew has created clear strategies by working collaboratively with boards and with executive team colleagues. By using his relationship skills to work cross-functionally, and by managing and coaching teams, he has executed on critical initiatives that support those strategies. This work has contributed to the creation of billions of dollars in equity value. Prior to his role as an advisor, Drew spent almost six years as the SVP of Global Business and Corporate Development at Fleetmatics, PLC, a provider of truck fleet tracking and mobile workforce management software. At Fleetmatics, Drew reported to the CEO and was responsible for strategy, M&A, integration, and partnerships. After supporting Fleetmatics’ IPO process, he executed six cross-border acquisitions that expanded the company’s product set, created its mainland European business, and made a substantial impact on its subscriber growth. Drew also built and managed the company’s data sales effort, as well as leading its expansion into Latin America. Fleetmatics was acquired by Verizon for $2.4B in November of 2016, and he managed that transaction for the Company.

Before Fleetmatics, Drew spent over a decade in leadership roles in strategy and corporate development at three publicly traded companies, Art Technology Group, an ecommerce software provider that was sold to Oracle in 2011 for $1B, Hyperion Solutions, financial and analytics software applications that was sold to Oracle for $3.3B, and CMGI, a venture capital and investment company. During that period, he managed acquisitions and subsequent integrations of public, private, and international companies.

Earlier in his career, he was a management consultant advising large enterprises across a range of industries on strategic and operational issues. He also spent four years as a software sales executive at Transition Systems, Inc., a healthcare focused software solutions company. Drew was the largest revenue contributor and recognized as ‘Salesman of the Year’ during the year of its successful IPO. Drew received his MBA from Cornell University and his undergraduate degree from Dartmouth College.

ABOUT PSYCHEMEDICS

Psychemedics Corporation is the world’s largest provider of hair testing for the detection of drugs of abuse. The Company’s patented process is used by thousands of U.S. and international clients, including over 10% of the Fortune 500 companies, for pre-employment and random drug testing. Major police departments, Federal Reserve Banks, schools, and other public entities also rely on our unique patented drug testing process. We strongly believe our drug testing method to be superior to any other product currently in use, including traditional urine testing and other hair testing methods. The Psychemedics web site is www.psychemedics.com.

Contact: Raymond C. Kubacki, Chairman, President and CEO
Phone: (978) 206-8220