Attached files
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EX-99.1 - SPECTRASCIENCE INC | v199770_ex99-1.htm |
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): October 20, 2010
SPECTRASCIENCE,
INC.
(Exact
name of registrant as specified in its charter)
Minnesota
(State
of other jurisdiction of incorporation)
|
000-13092
(Commission
File Number)
|
41-1448837
(I.R.S.
Employer Identification No.)
|
11568-11
Sorrento Valley Road, San Diego, CA 92121
(Address
of principal executive offices) (Zip
Code)
Registrant’s
telephone number, including area code: (858) 847-0200
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registration under any of the following
provisions (see General
Instruction A.2. below):
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))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 20, 2010, the Board of
Directors of SpectraScience, Inc. (the “Company”) accepted the resignation of
Jim Hitchin as Chief Executive Officer. Mr. Hitchin’s resignation is
effective immediately and the terms of separation are being
negotiated.
On October 20, 2010, the Board of
Directors of the Company approved the appointment of Mark McWilliams, the
Company’s Chairman of the Board, as interim Chief Executive
Officer.
Mr. McWilliams, 53, has served as a
Director of the Company since 2004. Mr. McWilliams has served as the
CEO of Medipacs, Inc a development stage infusion pump company since June
2007. Prior to that, from December 2003 to November 2005 he was
Director of Cell Imaging and Analysis at Beckman Coulter after the recent sale
of Q3DM to Beckman in December 2003.
Mr. McWilliams was not appointed as
interim Chief Executive Officer pursuant to any arrangement or understanding
with any other person, and he has no reportable transactions under Item 404(a)
of Regulation S-K. There are no family relationships between Mr.
McWilliams and any director or executive officer of the Company.
On October 20, 2010, the Board
appointed Jim Dorst, the Company’s Chief Financial Officer, as its Chief
Operating Officer.
Jim Dorst, 55, joined the Company in
December 2007. Prior to joining SpectraScience, Mr. Dorst was Chief
Financial Officer of Aethlon Medical, Inc., a public medical device development
company. Before joining Aethlon, Mr. Dorst was Vice President of
Finance and Operations for Verdisoft Corporation, a developmental-stage
mobile-software developer acquired by Yahoo, Inc. Previously, he held
executive positions as SVP of Finance and Administration at SeeCommerce, COO/CFO
of Omnis Technology Corp and CFO / SVP of Information Technology at Savoir
Technology Group, Inc. (acquired by Avnet, Inc.). Mr. Dorst practiced
as a Certified Public Accountant with Coopers & Lybrand
(PricewaterhouseCoopers) and holds an MS in Accounting and a BS in Finance from
the University of Oregon.
Mr. Dorst was not appointed as Chief
Operating Officer pursuant to any arrangement or understanding with any other
person, and he has no reportable transactions under Item 404(a) of Regulation
S-K. There are no family relationships between Mr. Dorst and any
director or executive officer of the Company.
Item
7.01 Regulation FD
On October 25, 2010, the Company issued
a press release regarding Mr. Hitchin’s resignation as Chief Executive Officer
and the appointment of Mr. McWilliams to serve as the Company’s acting Chief
Executive Officer, as well as Mr. Dorst’s appointment to serve as Chief
Operating Officer of the Company. A copy of the press release is
filed as Exhibit 99.1 to this report.
In accordance with General Instruction
B.2 of Form 8-K, the information in this Current Report on Form 8-K, including
the exhibit, shall not be deemed to be “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such
filing.
Item
9.01. Financial Statements and Exhibits
(d)
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Exhibits
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99.1
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Press
Release dated October 25, 2010
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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:
October 25, 2010
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SPECTRASCIENCE,
INC.
By:
/s/ Jim
Dorst
|
|
Jim
Dorst
Its: Chief
Financial Officer
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EXHIBIT
INDEX
Exhibit
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Number
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Description
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99.1
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Press
Release dated October 25, 2010
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