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~~July 182, 2014

LUCID, INC.

(Exact name of registrant as specified in its charter)

New York	001-35379	16-1406957
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

50 Methodist Hill Drive, Suite 1000, Rochester, NY	14623
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (585) 239-9800

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Soliciting~~Item ~~material~~1.01 ~~pursuant~~Entry tointo ~~Rule 14a-12~~a ~~under~~Material ~~the~~Definitive ~~Exchange Act (17 CFR 240~~Agreement.~~14a-12)~~

~~o Pre-commencement~~In ~~communications~~March ~~pursuant~~2014, tothe ~~Rule 14d-2~~Board of Directors of Lucid, Inc. (bthe "Company") ~~under~~ authorized the ~~Exchange~~Company ~~Act~~to issue up to approximately $0.9 million in convertible debt and common stock to provide funding to the Company pending completion of a private placement of equity securities (~~17 CFR 240~~the "Bridge Loan Program").~~14d-2~~ All convertible debt issued pursuant to the Bridge Loan Program will be payable on demand after November 20, 2014 and will bear interest at a rate of 7% per annum payable upon maturity. Upon closing of a financing in which the Company raises at least $6 million (bthe "Qualified Financing")), the principal and accrued interest on the convertible debt shall be automatically converted into identical equity securities as those issued in the Qualified Financing on the same terms as in the Qualified Financing.

~~o Pre-commencement~~On ~~communications~~July ~~pursuant~~2, to2014, ~~Rule 13e-4(c)~~ the Company borrowed under the ~~Exchange~~Bridge ~~Act~~Loan ~~(17 CFR~~Program ~~240~~an additional $0.~~13e-4(c))~~2 million from an investment fund in which one of the Company's Directors is a general partner, bringing the total amount borrowed under the Bridge Loan Program to $0.7 million.

~~Item~~The ~~5.02.~~foregoing ~~Departure~~description of ~~Directors~~the orconvertible ~~Certain~~debt ~~Officers;~~issued ~~Election~~pursuant ofto ~~Directors;~~the ~~Appointment~~Bridge Loan Program does not purport to be complete and is qualified in its entirety by reference to the full text of ~~Certain~~the ~~Officers;~~convertible ~~Compensatory~~promissory ~~Arrangements~~note, a copy of ~~Certain~~which ~~Officers~~is filed herewith as Exhibit 10.1 and incorporated herein by reference.

OnItem ~~March~~2.03 ~~18 2014,~~Creation ~~Mr.~~of ~~Richard~~a J.Direct ~~Pulsifer~~Financial ~~resigned~~Obligation asor ~~Chief~~an ~~Financial~~Obligation ~~Officer~~under ofan ~~Lucid,~~Off-Balance ~~Inc.~~Sheet ~~(the~~Arrangement ~~“Company”)~~of a Registrant.

OnThe ~~March~~information ~~18, 2014,~~included ~~the~~or ~~Board~~incorporated ofby ~~Directors~~reference ~~appointed~~in ~~Richard~~Item C1.01 ~~Christopher as the new Chief Financial Officer~~ of ~~the~~this ~~Company.~~Current ~~Mr.~~Report ~~Christopher, age~~on ~~44,~~Form ~~served~~8-K ~~for~~with ~~eight~~respect ~~years as Chief Financial Officer of DUSA Pharmaceuticals, Inc., until its sale~~ to ~~Sun Pharmaceuticals Industries Limited in 2012. DUSA Pharmaceuticals, a vertically integrated specialty dermatology company, was focused primarily on~~ the ~~development~~Bridge ~~and~~Loan ~~marketing~~Program ofis ~~its~~incorporated ~~Levulan®~~by ~~Photodynamic~~reference ~~Therapy~~into ~~technology~~this ~~platform~~Item ~~for the treatment of precancerous skin lesions~~2.03.

~~Mr.~~Item ~~Christopher arrived at DUSA in 2000 and held a series of positions of increasing responsibility before assuming the CFO role in January 2005~~3. In02 ~~December~~Unregistered ~~2012,~~Sales ~~he oversaw the sale~~ of ~~DUSA~~Equity ~~Pharmaceuticals to Sun Pharmaceuticals for $230 million, a 38 percent premium to market~~Securities. ~~He holds a masters of science degree in accounting from Suffolk University in Boston and a bachelor of science degree in finance from Bentley College in Waltham, Massachusetts.~~

The ~~Company entered~~information ~~into~~included anor ~~employment~~incorporated ~~agreement~~by ~~with~~reference ~~Mr.~~in ~~Christopher~~Item ~~on March 18, 2014~~1.01 ~~Mr. Christopher’s Employment Agreement has a three-year initial term commencing as~~ of ~~March~~this ~~18,~~Current ~~2014,~~Report ~~which~~on ~~will~~Form ~~renew automatically for an additional one~~8-~~year~~K ~~period unless~~with ~~either~~respect ~~party intends not~~ to ~~renew. Mr. Christopher serves as~~ the ~~Chief~~Bridge ~~Financial~~Loan ~~Officer~~Program ofis ~~the~~incorporated ~~Company~~by ~~and receives~~reference aninto ~~initial~~this ~~annual~~Item ~~base~~3.02. ~~salary~~The ofsecurities ~~$250,000,~~under ~~which will be increased to $295,000 upon~~ the ~~earlier~~Bridge toLoan ~~occur~~Program ofare ~~(i)~~offered ~~the~~and ~~90th day~~sold ~~after the closing of a capital raise~~ by the Company ofpursuant atto ~~least~~an $6exemption ~~million,~~from orthe ~~(ii)~~registration ~~August~~requirements 1,of ~~2014, and thereafter will be redetermined annually by~~ the ~~Executive~~Securities ~~Compensation~~Act ~~Committee,~~of ~~provided~~1933, ~~however,~~as ~~that during his tenure with the Company~~amended, ~~the~~ ~~base~~provided ~~salary shall not be reduced. Mr. Christopher is entitled to receive cash incentive compensation as determined~~ by ~~the~~Section ~~Executive Compensation Committee in an amount up to thirty-five percent~~ 4(~~35%~~a)(2) ~~of his current base salary for such year~~ and/or toRegulation ~~participate~~D inpromulgated orthereunder, ~~receive~~as ~~benefits~~a ~~under~~transaction ~~all~~not ofinvolving ~~the~~a ~~Company’s~~public ~~employee benefit plans~~offering.

In the event of termination of employment for any reason, Mr. Christopher would be entitled to the following severance benefits: (i) any base salary earned through the date of termination, unpaid expense reimbursements and unused vacation; and (ii) any vested benefits Mr. Christopher may have under any employee benefit plan of the Company through the date of termination.

In the event of termination of employment by the Company without cause or by Mr. Christopher for good reason, Mr. Christopher would be entitled to the following severance benefits: (i) any vested benefits Mr. Christopher may have under any employee benefit plan of the Company through the date of termination; (ii) an amount equal to two times the sum of his base salary plus his average incentive compensation; and (iii) a monthly cash payment for 18 months equal to the amount of monthly employer contribution of the Company for health insurance, if applicable.

If within 18 months after a change in control, Mr. Christopher’s employment is terminated by the Company without cause or by Mr. Christopher for good reason, Mr. Christopher would be entitled to the following severance benefits: (i) a lump sum in cash in an amount equal to 2.5 times the sum of (A) Mr. Christopher’s base salary plus (B) his average incentive compensation; (ii) acceleration of vesting of all stock options and other stock-based awards; and (iii) a monthly cash payment for 36 months equal to the amount of monthly employer contribution of the Company for health insurance, if applicable.

Pursuant to the Employment Agreement, Mr. Christopher is subject to non-compete and non-solicitation obligations both during, and after, his employment with the Company.

The foregoing descriptions of the Employment Agreements does not purport to be complete and are is qualified in its entirety by reference to the full text of the Employment Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Separation Agreement, by and between Lucid, Inc. and Richard C. Christopher, dated March 18, 2014

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		~~Separation~~Convertible ~~Agreement,~~Promissory byNote ~~and~~ between ~~Lucid,~~the ~~Inc.~~Company and ~~Richard~~Osiris C.Capital ~~Christopher~~Management, dated ~~March~~July 182, 2014.
99.1		Press release dated March 19, 2014

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.

	LUCID, INC.	~~LUCID, INC.~~
Date: March 20, 2014		/s/ L. Michael Hone
Date: July 8, 2014	By:	/s/ Richard C. Christopher
		L. Michael Hone
		Richard C. Christopher
		Chief Executive Officer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		~~Separation~~Convertible ~~Agreement,~~Promissory byNote ~~and~~ between ~~Lucid,~~the ~~Inc.~~Company and ~~Richard~~Osiris C.Capital ~~Christopher~~Management, dated ~~March~~July 182, 2014.
99.1		Press release dated March 19, 2014

Filing Compare · LUCID INC