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

On November 30, 2012, the Company and Mr. Melsen entered into an Amended and Restated Employment Agreement (the "Agreement") as a result of Mr. Melsen's appointment as Chief Executive Officer on an interim basis. The Agreement was effective on December 1, 2012. The terms of the Agreement are the same as Mr. Melsen's original employment agreement, except as described herein. Mr. Melsen will act as Interim Chief Executive Officer until the Company appoints a new full-time Chief Executive Officer. He will continue to be employed as the Company's Chief Financial Officer and Vice President of Finance through June 14, 2014, per the terms of his original employment agreement. For Mr. Melsen's services as Interim Chief Executive Officer, he will receive the following: (i) an annualized base salary of $425,000, (ii) a cash bonus of $225,000, to be paid on June 30, 2013, and (iii) stock options to purchase 15,000 shares of Company Common Stock, which options have a seven-year term and vest on the one-year anniversary of the grant date. Upon appointment of a full-time Chief Executive Officer, but not earlier than June 30, 2013, Mr. Melsen's base salary will be determined by the mutual agreement of the Compensation Committee and Mr. Melsen, but will be no less than $327,500 per year. If Mr. Melsen is terminated other than for cause (as defined in the Agreement) or resigns for good reason (as defined in the Agreement), Mr. Melsen will be entitled to cash severance compensation equal to 12 months of base salary, the pro-rated value of any incentive compensation earned, the acceleration of vesting of the stock options described above, and any unpaid cash bonus through the date of termination or resignation.

The Agreement is attached and filed herewith as exhibit 99.1. The foregoing summary description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the complete text of the Agreement that is filed as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements: None

(b) Pro forma financial information: None

(c) Shell Company Transactions: None

(d) Exhibits:

99.1 Amended and Restated Employment Agreement, dated as of November 30, 2012, between the Company and Gregory J. Melsen.