Attached files
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| EX-99.1 - SPECTRASCIENCE INC | v204319_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): November 29, 2010
SPECTRASCIENCE,
INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
(State
of other jurisdiction of incorporation)
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000-13092
(Commission
File Number)
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41-1448837
(I.R.S.
Employer Identification No.)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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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 November 29, 2010, the Board of
Directors (the “Board”) of SpectraScience, Inc. (the “Company”) appointed
Michael P. Oliver to be the Company’s President and Chief Executive
Officer. In conjunction with the appointment of Mr. Oliver, Mark
McWilliams resigned from his position as the Company’s interim Chief Executive
Officer. Mr. McWilliams will continue in his role as the Company’s
Chairman of the Board.
Since 2007, Mr. Oliver, 62, was
Executive Vice President for Worldwide Marketing and Business Development for
Silicon Border Development, a privately-owned developer of industrial properties
for high technology companies. From 2004 to 2007, Mr. Oliver was a
Senior Vice President at Thomas Group, a consultancy that specialized in
operational improvement. From 1998 to 2003, Mr. Oliver was engaged in
a business development role with PricewaterhouseCoopers LLP, working with
medical device and technology companies. From 1990 to 1998, Mr.
Oliver was a member of four separate management teams that took struggling
medical device companies, increased their revenues and profitability and sold
them to strategic buyers. In those companies, Mr. Oliver served in
the capacity of head of sales and marketing and, in two cases, had major
operational responsibilities as well. Mr. Oliver began his career
with American Hospital Supply Corporation serving in a variety of sales,
marketing and general management positions. Mr. Oliver received his
MSA from George Washington University and his BS from the United States Naval
Academy.
Mr. Oliver’s offer letter with the
Company provides for an annual salary of $225,000 and cash bonuses of an
aggregate of $75,000 upon the achievement of certain performance milestones. The
offer letter also provides that Mr. Oliver will receive, at the Board’s
discretion, a grant of options to purchase 3,300,000 shares of the Company’s
common stock, which will vest over a four year period from the date of
grant. Mr. Oliver will also be eligible to participate in the
Company’s employee benefit programs.
Mr. Oliver was not appointed as the
Company’s President and 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. Oliver and any director or executive officer of the
Company.
Item
8.01 Other Events
On December 1, 2010, the Company issued
a press release regarding Mr. McWilliams’s resignation as interim Chief
Executive Officer and the appointment of Mr. Oliver to serve as the Company’s
President and Chief Executive Officer. A copy of the press release is filed as
Exhibit 99.1 to this report.
2
Item
9.01. Financial Statements and Exhibits
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(d)
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Exhibits
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99.1
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Press
Release dated December 1, 2010
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3
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.
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Dated:
December 1, 2010
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SPECTRASCIENCE,
INC.
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By:
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/s/ Jim Dorst | ||
| Jim Dorst | |||
| Its: | Chief Financial Officer and Chief Operating Officer | ||
4
EXHIBIT
INDEX
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Exhibit
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Number
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Description
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99.1
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Press
Release dated December 1, 2010
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5