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
FEBRUARY 5, 2007 (FEBRUARY 2, 2007)
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
COMPETITIVE TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-8696 36-2664428
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(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
777 COMMERCE DRIVE, SUITE 100, FAIRFIELD, CONNECTICUT 06825
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
(203) 368-6044
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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))
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On February 2, 2007, at the reconvened Annual Meeting of Stockholders of
the Company, the existing Board of Directors of the Company was replaced by the
shareholders with the following new directors: John B. Nano, Ben Marcovitch,
William L. Reali, Joel M. Evans, MD., Richard D. Hornidge, Jr. and Ralph S.
Torello. The final confirmed vote by the Independent Inspectors of Election to
elect the forgoing directors was 2,893,470 as opposed to 1,549,754 for the
former management slate, a margin of 1,343,716 shares and a total of
approximately two to one for those voting for directors.
In addition, immediately following the stockholders meeting, the new board
met and elected John B. Nano as Chairman of the Board of Directors, Chief
Executive Officer and President.
The Board terminated Donald J. Freed as Chief Executive Officer.
The newly elected Board appointed William L. Reali as Chairman of the Audit
Committee with Richard Hornidge and Joel Evans as members. The Board appointed
Ben Marcovitch as Chairman of the Nominating committee with William L. Reali and
Joel Evans as members. The Board appointed Richard Hornidge as chairman of the
Compensation Committee with Ben Marcovitch and Ralph Torello as members.
Information with respect to Mr. Nano and the other newly elected officers
and directors is set forth below:
JOHN B. NANO, 62, is the newly elected President, Chief Executive Officer
and Chairman of the Board of Directors. In January 2006 Mr. Nano became
President and Chief Executive Officer of Articulated Technologies, LLC., a
company involved in creating and commercializing patented light emitting diode
technologies for global solid state lighting applications. He is currently a
member of their Board of Directors. Mr. Nano was President and Chief Executive
Officer of Competitive Technologies, Inc. from June 2002 until June 2005. Mr.
Nano also served as Chief Financial Officer of Competitive Technologies from
August 2003 to May 2004. He has a broad background in domestic and
international operating experience with technology-based companies focusing on
life sciences, physical sciences, digital technology and electronics. Prior to
joining CTT in 2002, Mr. Nano held various executive leadership positions in
operations, strategic planning, business development, M&A and finance. From
2000 to 2001, he served as a Principal reporting to the Chairman of Stonehenge
Network Holdings, N.V., a global virtual private network provider, with respect
to certain operating, strategic planning and finance functions. From 1998 to
1999, Mr. Nano served as Executive Vice President and Chief Financial Officer of
ConAgra Trade Group, Inc., a subsidiary of ConAgra, Inc., an international food
company. From 1993 to 1998, he served as Executive Vice President and Chief
Financial Officer of Sunkyong America, the American subsidiary of the Sunkyong
Group, a Korean conglomerate, and President of an Internet Startup Division of
Sunkyong America.
BEN MARCOVITCH, 72, was elected as a Director of the Company and appointed
as Chairman of the Nominating Committee. Mr. Marcovitch has over 50 years of
in-depth experience in corporate finance, financial reporting, and compliance
matters. He is a financial advisor for Columbia-based Inversiones Bettana, a
company involved in fruit processing for nutriceutical operations. From July
2002 to October 2003 he was with DDS Technologies Inc. as President and Chief
Executive Officer, and Chairman of the Board. DDS develops biomass,
disaggregation equipment for the food and beverage industry. From 2000 to 2001,
he was a Director and Chairman of the Board of Findex.com, Inc., a developer,
publisher and distributor of religious software products for individuals and
organizations.
From 1998 through 2000, Mr. Marcovitch was Chairman and CEO of Gemini
Capital Partners, Ltd., a financial services firm established in the UK. For
several years prior to that Mr. Marcovitch acted as a private investor and
financial advisor. He was with Triumph Investments Company, a portfolio
management firm, as Chairman and CEO from 1994 through 1996.
From 1986 through 1998, he was Chairman and CEO of publicly-traded GNP
Products, Inc., a manufacturer and distributor of natural food products
throughout the US.
As Chairman of Belgium Standard Industries, a 27-company conglomerate, Mr.
Marcovitch developed and managed capital markets as well as the firm's trading
activities for high growth, high and low technology companies. The investment
portfolio included Sanitary Refuse Company, one of the largest waste management
companies in Canada, and a division of Belgium Standard Industries. Other
activities included acting as CEO of Sogevox, Inc., a peat moss company, and as
CEO of Western, Allebee Oil & Gas, Inc.
From 1963 to 1983 Mr. Marcovitch was the CEO and President of Montreal,
Canada-based Budget Fuels Inc., a distributor of refined petroleum products in
Eastern Canada, and the Northeastern US. Budget was sold to a major oil
refinery. Mr. Marcovitch began his career in Montreal as Vice President of HY
Grade Fuels, responsible for coordinating the buying, marketing, service and
distribution of fuel in Montreal.
Mr. Marcovitch has a Business degree from McGill University. He is active
in various business and social organizations.
WILLIAM L. REALI, 64, was elected as a Director of the Company and was
appointed as Chairman of the Audit Committee. Mr. Reali is a Certified Public
Accountant with the firm of Reali, Giampetro and Scott in Canfield, Ohio. The
firm provides auditing and other related accounting and tax services to a
diverse group of business clients. Mr. Reali's primary responsibility with the
firm is business consulting, working with large and small national and
multinational clients. He has worked with distressed companies assisting them
with cost reduction, turn-around programs and re-organization. Serving as
Chairman of various community associations, Mr. Reali donates a great deal of
time to local organizations. Mr. Reali received his BA from Youngstown State
University.
RICHARD D. HORNIDGE, JR., 60, was elected as a Director of the Company and
appointed Chairman of the Compensation Committee. Mr. Hornidge is a long time
and respected stockholder of Competitive Technologies, and owner of 62,000
shares of Competitive Technologies common stock. Since February 2005, Mr.
Hornidge has been a tennis professional at Willows Racquet Club in North
Andover, Massachusetts. From June 1984 through June 1989, Mr. Hornidge was
President of Travis Associates, an employment agency. Mr. Hornidge was a
program coordinator for Raytheon from 1973 through 1984, where he was involved
in the Patriot Missile test equipment program. Mr. Hornidge received a BA from
Boston University.
JOEL M. EVANS, M.D., 46, was elected as a Director of the Company. Dr.
Evans founded The Center for Women's Health in Stamford, Connecticut in June
1996 and since then has been its Director. From November 1996 to present, Dr.
Evans has been a lecturer and senior faculty member of The Center for Mind Body
Medicine in Washington, D.C. Dr. Evans has been featured in magazines as well as
interviewed on television and radio shows across the country. Dr. Evans is an
Assistant Clinical Professor at the Albert Einstein College of Medicine in New
York City and helped create a clinical study at Columbia University Medical
Center for use of the herb, black cohosh, in breast cancer. From November 2005
to present, Dr. Evans has been a member of the Scientific Advisory Board for
Metagenics Incorporated, a nutritional supplement manufacturer. Dr. Evans brings
key nutriceutical experience to the Company.
Dr. Evans completed his undergraduate and medical studies at the Sophie
Davis School of Biomedical Education of the City College of New York and the Mt.
Sinai School of Medicine. He fulfilled his residency at the Albert Einstein
College of Medicine.
RALPH S. TORELLO, 68, was elected as a Director of the Company. Mr.
Torello is an independent financial consultant with over 45 years' experience in
the financial and venture capital field, advising various companies on their
financial strategies. Included among the companies and individuals that Mr.
Torello has performed consulting services for are Goodnight Audio, a full
service recording studio, Patriot American Mortgage, a commercial and home
mortgage company, DDS Technologies, Inc., an organic waste processor, and Coit
Medical, a medical accessory marketer.
During the eighties and nineties he handled personal ventures in oil
exploration, real estate and the development of bio-organic products. During
the seventies and eighties, Mr. Torello was Managing Partner of his own venture
capital and development firm. During the sixties, he was Director of Financial
Analysis for The Singer Company, Assistant to the President of Illinois Tool
Works, Vice President of Laird Industries, and head of Investment Banking for
Bay Securities in San Francisco.
Mr. Torello received a BS from Fordham University, and holds an MBA from
Harvard University.
Employment Agreement
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Effective February 2, 2007, the Company entered into a three-year
employment agreement with Mr. John B. Nano, our Chief Executive Officer.
Pursuant to the terms of the agreement, Mr. Nano will receive a minimum annual
base compensation of $350,000, eligibility to participate in bonus and other
employee benefit plans, and the continuation of base compensation and benefits
in the event of a termination of his employment, subject to certain conditions.
In connection with his employment agreement, Mr. Nano agreed to withdraw
with prejudice the following two lawsuits which he had with the company:
John Nano v. Competitive Technologies, Inc., Docket m 3:06-cv-00817 (CFD), now
pending in the United States District Court, District of Connecticut.
Competitive Technologies, Inc. v. John B. Nano, Docket m FST-CV-06-4007624-S,
now pending in the Connecticut Superior Court, Judicial District of Stamford.
In connection with the first lawsuit, the Company had recently been ordered
to deposit $2,500,000 in escrow as a prejudgment remedy on behalf of Mr. Nano.
Mr. Nano has agreed to terminate these lawsuits and enter into releases with the
Company instead in consideration of a payment of $1,000,000 in damages (from an
estimated $5,000,000 projected) and payment of his attorneys fees consisting of
$650,000.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 Employment Agreement between the Company and John B. Nano dated
as of February 2, 2007
Exhibit 10.2 Press Release dated February 2, 2007
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.
COMPETITIVE TECHNOLOGIES, INC.
(Registrant)
Dated: February 5, 2007 By: /s/John B. Nano
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John B. Nano
Chairman and Chief Executive Officer