a8k502directors.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
March 4,
2010
Date of
Report (date of earliest event reported)
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Exact
name of registrant as specified in its charter)
|
|
Commission
file number 0-11625
|
|
DELAWARE
|
04-2793022
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
|
|
|
|
|
|
|
30
Ossippe Road, Newton, MA
|
02464
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(617)
969-5452
(Registrant's
Telephone No., 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 (see General
Instruction A.2. below):
¨ 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))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
5 – Corporate Governance and Management
Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
Election
of NewDirectors
On March 4, 2010, the Board of Directors
of Microfluidics International Corporation (the “Company”) elected Stephen
Robinson and Henry Kay as members of the Board. The election of these
two new directors follows (1) the resignation of Dr. James N. Little from the
Board, as described in the Company’s Form 8-K filed on December 8, 2009 with the
SEC, and (2) the vote by the Board at the meeting of March 4, 2010 to increase
the size of the Board, pursuant to authority granted by the By-Laws of the
Company, from five to six members. It is anticipated that each
of Mr. Robinson and Mr. Kay will be nominated by the Board for re-election by
the Company’s stockholders at the 2010 Annual Meeting.
Messrs.
Robinson and Kay will receive the standard compensation amounts payable to
non-employee directors of the Company of $4,500 per quarter of service on the
Board. This fee will be pro-rated to reflect the new directors’
service for the remainder of the first quarter of 2010 ending March 31,
2010. As non-employee directors, Messrs. Robinson and Kay were each
granted an option to purchase 25,000 shares upon joining the Board pursuant to
the Company’s 2006 Stock Plan. The option grants are exercisable on the
following terms, assuming continued membership on the Board: 25% exercisable six
months and one day after the date of grant, 25% on the first anniversary of the
date of grant, 25% on the second anniversary of the date of grant, and 25% on
the third anniversary of the date of grant. These options expire five
(5) years from the date of grant.
Mr. Kay
has 35 years of experience in the medical industry in roles which include
R&D, International Marketing, Regulatory Affairs and Strategic Planning at
companies such as Schering-Plough, Allergan Europe and American Home Products.
He retired from Boston Scientific in 2006, where he served as Group VP of New
Market Development / Strategic Planning, Endosurgery, and is currently the U.S.
Partner of Medica Venture Partners, a healthcare dedicated VC based in
Israel.
Mr.
Robinson is currently Vice President, SAFC Hitech at Sigma Aldrich. In 2007,
Sigma Aldrich purchased Epichem, Inc., a high-tech supplier of chemical
processors to the semiconductor market, where Mr. Robinson served as
CEO. He has a distinguished history of successful international
experience, having worked in multiple European and Asian locations. Mr.
Robinson has extensive experience in managing business strategies for the
chemical and material science industries, and has a proven record of leading
M&A activities, including several deals for Rohm and Haas which resulted in
a $2 billion electronic materials platform.
There are
no arrangements or understandings between Messrs. Robinson and Kay and any other
person pursuant to which Messrs. Robinson and Kay were elected as a director of
the Company. The Company is not aware of any transactions involving Messrs.
Robinson and Kay that are reportable under Item 404(a) of Regulation
S-K.
On March
8, 2010, the Company issued a press release announcing the election of Messrs.
Robinson and Kay to the Board. A copy of the press release is attached hereto as
Exhibit 99.1, and incorporated by reference.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
99.1 Press
Release, dated March 8, 2010, announcing the election of new
directors.
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, thereunto duly
authorized.
MICROFLUIDICS
INTERNATIONAL CORPORATION
(Registrant)
March 9,
2010
By: /s/ Peter
Byczko
Peter Byczko
Vice
President of Finance and Chief Accounting Officer
EXHIBIT
INDEX
|
EXHIBIT
|
|
|
|
NUMBER
|
|
DESCRIPTION
|
|
|
|
|
|
99.1
|
|
Press
Release, dated March 8, 2010, announcing the election of new
directors.
|