UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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): October 26, 2004
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E-Z-EM, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-11479 11-1999504
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(Commission File Number) (IRS Employer Identification No.)
1111 Marcus Avenue, Lake Success, New York, NY 11042
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(Address of Principal Executive Offices) (Zip Code)
(516) 333-8230
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(Registrant's telephone number, including area code)
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))
ITEM 1.01 Entry into a Material Definitive Agreement.
On October 26, 2004, at the 2004 annual meeting of stockholders of
E-Z-EM, Inc. (the "Company") the stockholders approved the E-Z-EM,
Inc. 2004 Stock and Incentive Award Plan (the "2004 Plan"). A
description of the material terms of the 2004 Plan was included on
pages 28 to 31 of the Company's definitive proxy statement relating
to the 2004 annual meeting filed with the Securities and Exchange
Commission ("Commission") on September 27, 2004, which description
is incorporated into this Current Report on Form 8-K by reference.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
10.1 The E-Z-EM, Inc. 2004 Stock and Incentive Award Plan
(incorporated by reference to exhibit 99.2 to the Company's
definitive additional proxy materials filed with the
Commission on October 25, 2004)
99.1 Description of the E-Z-EM, Inc. 2004 Stock and Incentive Award
Plan
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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.
Dated: November 1, 2004 E-Z-EM, INC.
(Registrant)
By: /s/ Peter J. Graham
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Peter J. Graham
Vice President, General Counsel
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EXHIBIT INDEX
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Exhibit Description
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10.1 The E-Z-EM, Inc. 2004 Stock and Incentive Award Plan (incorporated
by reference to exhibit 99.2 to the Company's definitive additional
proxy materials filed with the Commission on October 25, 2004)
99.1 Description of the E-Z-EM, Inc. 2004 Stock and Incentive Award Plan
4