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: June 4, 2010
(Date
of earliest event reported)
Oragenics,
Inc
(Exact
name of registrant as specified in its charter)
|
FL
|
|
001-38122
|
|
59-3410522
|
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
Number)
|
|
13700
Progress Blvd
|
|
32615
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
386-418-4018
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 June 4, 2010, our board of directors
expanded the size of our board of directors by two additional seats from four to
six in order to accommodate its appointment of Mr. Charles L. Pope and Dr.
Frederick W. Telling to serve as non-employee, independent,
directors. It is also expected that these newly appointed directors
will be nominated and submitted to shareholders for election in connection with
our Annual Shareholder Meeting to be held later this year on Wednesday, August
25, 2010.
Certain
biographical information on the new directors is set forth below:
Charles
L. Pope age 58. Mr. Pope a 30 year veteran in executive management,
finance and accounting, adds significant strength to the UTEK Board. During his
20 years at PricewaterhouseCoopers LLP, Mr. Pope served as a Partner in the
Audit and Financial Advisory Consulting Divisions, and was a Partner in the
Accounting and SEC Directorate. Currently, Mr. Pope serves as the CFO and
COO of the Palm Bank in Tampa, Florida. Previously, Mr. Pope held CFO
positions for public companies including, Aerosonic Corporation, Reptron
Manufacturing and SRI/Surgical. He also served as CFO for UTEK Corporation from
2001-2002 and currently serves on UTEK’s (NYSE AMEX: “INV”) board of directors
and on the board of directors of Inuvo, Inc. (NYSE AMEX: “INUV”) each of which
are public companies. He holds a B.S. in Economics and Accounting
from Auburn University, and is a Certified Public Accountant in
Florida.
Frederick W. Telling age
58.
Prior to retiring from Pfizer in June 2007 after 30 years,
Dr. Telling was elected a Corporate Vice President of Pfizer Inc and its Vice
President of Corporate Strategic Planning and Policy in October 1994. He oversaw
the company's realignment and focus on its human and animal health business -
divesting its Food Science and Medical Technology groups, while acquiring Warner
Lambert, Pharmacia and various consumer product brands. Concurrently, Dr.
Telling was responsible for the company's policy development regarding the
Prescription Drug User Fee Act's original passage and all of its subsequent
reauthorizations, health care reform, pricing and indigent access programs,
intellectual property, Medicare prescription benefit expansion and other
business related policy matters. He represented the company in many industry
related outside Boards, including BIO where he served on its Board for over 10
years. Dr. Telling is a Director of Cell Therapeutics Inc. (
NASDAQCM: “CTIC”)
based
in Seattle, Washington, Eisai N.A. Inc. in Woodcliff Lake, New Jersey and Medex
Inc in Baltimore, Maryland, Dr. Telling chairs CTICs Compensation Committee and
serves on the Audit Committee. Dr. Telling also serves on the boards
of various civic and non-profit organizations including the Board of CED, IBM's
Healthcare & Life Sciences Advisory Council, the National March of Dimes
Foundation, BAA, ORBIS, the Smithsonian National Air & Space Museum, the T-6
Racing Association and the United Hospital Fund. He is a member of The
Metropolitan Club of Washington, DC. Dr. Telling received his BA from
Hamilton College and his Master's of Industrial and Labor Relations and Ph. D.
in Economics and Public Policy from Cornell University.
In connection with the addition of the
new independent directors, the Compensation Committee considered and approved a
change in the Company’s director compensation program. These changes
were considered by the Compensation Committee to be in the best interest of the
Company and necessary to attract and retain highly qualified directors to serve
on the Company’s board. The full board also ratified and approved the
changes to the director compensation program. The new director
compensation program provides that all non-employee directors will receive an
annual base fee for service on the board of $24,000. In addition, the
Chair of the Board and our Audit Committee, Compensation Committee and
Nominating Committees will also receive annual fees of $25,000, $20,000, $15,000
and $10,000, respectively. All non-employee directors serving on committees
(other than as the chair) shall receive an annual fee of $5,000 in connection
with such committee service. All fees for board service are to be
paid quarterly in arrears. In addition to the fees, as part of the
director compensation program, each new director shall receive an initial option
award consisting of 100,000 shares of common stock, which shall vest
immediately. As part of the director compensation program, the board
may also make discretionary equity based awards from time to time under the
Company’s existing Amended and Restated 2002 Stock Option and Incentive Plan
(“Option Plan”). Non-Employee directors are also reimbursed for
expenses incurred in connection with their attendance at Board or committee
meetings and reasonable out-of-pocket business expenses associated with their
board service. Consistent with past practice, the new director
compensation program provides that employee directors receive no additional
compensation in connection with their board service.
As non-employee, independent, directors
and in connection with the Company’s director compensation program, each of
Messrs. Pope and Telling received options to acquire 100,000 shares of our
common stock, at an exercise price of $0.50, which was the closing price on June
4, 2010, the date of their appointment, under the Company’s Option
Plan.
In
addition, to being appointed to our Board of Directors, Mr. Pope and Dr. Telling
were appointed to serve on the Company’s audit committee with Mr. Pope
designated as the Company’s financial expert and Chairman of the audit
committee. Prior to this time our full board served as the audit
committee. Going forward, Mr. Pope and Dr. Telling will constitute
the sole members of the Company’s audit committee. Dr. Telling and
Mr. Pope were also appointed to serve on the Company’s compensation committee
with Dr. Telling designated as the chairman of the compensation committee
succeeding Ms. Koksi, who will remain on the compensation committee along with
Mr. Koski.
We
issued a Press Release on June 7, 2010 regarding the appointment of
two new directors to our Board of Directors. The press release is
attached hereto as Exhibit 99.1 and is incorporated by reference.
ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On June
4, 2010, we amended our Bylaws to provide for an
increase of the size of our Board of Directors to coincide
with the appointment of the two new independent directors to fill
vacancies. The Amendment added the following language to Section 1 of
Article II of the Bylaws: "The number of the directors of the Corporation shall
be established by the Board of Directors from time to time. The directors shall
be elected from time to time in accordance with these Bylaws. From time to time,
the number of directors may be increased or decreased by a majority vote of the
Board of Directors." Section 1 of Article II now reads in its entirety: "All
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the corporation shall be managed under the direction of
the Board of Directors. The number of Directors which shall constitute the whole
Board shall be one (1) initially. The number of the directors of the Corporation
shall be established by the Board of Directors from time to time. The directors
shall be elected from time to time in accordance with these Bylaws. From time to
time, the number of directors may be increased or decreased by a majority vote
of the Board of Directors." The Amendment to the Bylaws is attached as
Exhibit 3.1 to this Current Report on Form 8-K.
Item
9.01 FINANCIAL STATEMENTS AND EXHIBITS
|
Number
|
Description
|
|
3.1
|
Amendment
to Bylaws
|
|
|
|
|
99.1
|
Press
Release dated June 7, 2010
|
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized
on this 8
th
day of
June, 2010.
|
|
ORAGENICS,
INC.
(Registrant)
|
|
|
|
|
|
|
|
|
|
/s/ David B. Hirsch
|
|
|
|
|
David
B. Hirsch
|
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
Oragenics
Adds Two New Independent Board Members
Dr.
Frederick W. Telling and Charles L. Pope Bring Invaluable Experience to the
Oragenics Board of Directors
For Immediate
Release
Tampa, FL
(June 7, 2010) –
Oragenics, Inc
. (OTCBB:
ORNI
www.oragenics.com
), a
biopharmaceutical company, announced today that Dr. Frederick W. Telling and
Charles L. Pope formally joined the Company's Board of Directors on Friday, June
4th, 2010 as independent directors.
David
Hirsch, the Company's CEO said, "Dr. Telling and Mr. Pope are excellent
additions to our Board. Dr. Telling brings a depth of experience in the
pharmaceuticals industry that will be invaluable to us as we continue to develop
our biotechnology assets. We are very excited to have Fred serve as
the new Chair of Oragenics’ Compensation Committee as well as a member of our
Audit Committee.. Mr. Pope is a former partner at PwC and has served as the CFO
for multiple public companies. We are equally pleased to have
Charlie’s decades of financial expertise to help us in our efforts to realize
Oragenics true potential. He will serve as the Chair of the Board’s audit
committee and as the committee’s designated financial exper, as well as be a
member of the Compensation Committee."
Mr.
Hirsch continued noting that “the addition of Mr. Pope and Dr. Telling as
independent directors and constituting the membership of the Company’s audit
committee, moves us closer toward meeting our Sarbanes Oxley compliance
objectives.”
Set forth
below is background information for Dr. Telling and Mr. Pope.
Frederick
W. Telling:
Prior to
retiring from
Pfizer
in
June 2007 after 30 years, Dr. Telling served as Corporate Vice President of
Pfizer Inc
. and as Vice
President of Corporate Strategic Planning and Policy. Dr. Telling
oversaw the company’s realignment and focus on its human and animal health
business, which included the divestiture of its Food Science and Medical
Technology groups, while acquiring
Warner Lambert
,
Pharmacia
and various
consumer product brands. Concurrently, Fred was responsible for the company’s
policy development regarding the Prescription Drug User Fee Act’s original
passage and all of its subsequent reauthorizations, health care reform, pricing
and indigent access programs, and other issues. He represented the
company in many industry related outside Boards, including
BIO
where he served on its
Board for over 10 years. Dr. Telling is a Director of
Cell Therapeutics Inc
. based
in Seattle, Washington,
Eisai
N.A. Inc
. in Woodcliff Lake, New Jersey and
MEDEX Global Group
in
Baltimore, Maryland. Dr. Telling is a member of the Board of
CED
,
IBM’s Healthcare & Life Sciences
Advisory Council
,
the
National March of Dimes Foundation
,
EAA
,
ORBIS
and the
United Hospital
Fund
. He is also a member of
the Metropolitan Club of
Washington
, DC. Dr. Telling received his BA from
Hamilton College
and his
Master’s of Industrial and Labor Relations and Ph. D. in Economics and Public
Policy from
Cornell
University
.
Charles
L. Pope:
Mr. Pope
is a 30 year veteran in executive management, finance and accounting. During his
20 years at
PricewaterhouseCoopers LLP
,
Mr. Pope served as a Partner in the Audit and Financial Advisory Consulting
Divisions, and was a Partner in the Accounting and SEC Directorate. Currently,
Mr. Pope serves as the CFO and COO of the
Palm Bank
in Tampa, Florida.
Previously, he held CFO positions for public companies including,
Aerosonic Corporation
,
Reptron Manufacturing
and
SRI/Surgical Express
.
He also served as CFO for
UTEK
Corporation
from 2001-2002. Mr. Pope is active in the community, having
served on Boards with such organizations as the
Boy Scouts of America
, Gulf
Ridge Council,
Junior
Achievement of Tampa Bay
, and
Auburn University
, Tampa Bay
chapter. He holds Bachelor of Science degrees in Economics and Accounting from
Auburn University
, is a
Certified Public Accountant in Florida and a member of the
American Institute of Certified
Public Accountant
s.
About
Oragenics, Inc.
Oragenics,
Inc. is a biopharmaceutical company engaged in the development of unique and
novel proprietary technologies, derived from the study of oral
biology. The Company's offerings include SMaRT Replacement Therapy™,
a one-time treatment that provides a potential life-time prevention of dental
caries (tooth decay), Mutacin 1140™ (MU 1140), an antibiotic that has proven
effective pre-clinically against Gram positive bacteria including MRSA, VRE and
Clostridium, the DPOLT™ synthetic chemistry platform that enables the Company to
produce MU 1140 and potentially the other 49 known lantibiotics, and ProBiora3®
a technology that whitens the teeth, freshens the breath and supports gum and
tooth health. ProBiora3® is incorporated into the Company's three
over-the-counter products;
EvoraPlus® (
www.evoraplus.com
), EvoraKids® (
www.evorakids.com
) and Teddy's Pride
™
(
www.teddyspride.com
)
.
The company has
offices located at 3000 Bayport Drive, Suite 685, in Tampa, Florida 33607, and
in Progress Corporate Park at 13700 Progress Boulevard in Alachua, Florida
32615, approximately 15 miles from the campus of the University of Florida in
Gainesville.
# #
#
|
CONTACT:
|
Anthony
M. Giallourakis
|
Investor
Relations
Oragenics,
Inc.
(813)
220-6747
tgiallourakis@oragenics.com
Safe Harbor
Statement:
Under the Private Securities Litigation Reform Act of 1995:
This release includes forward-looking statements that reflect the Company’s
current views with respect to future events and financial performance. These
forward-looking statements are based on management’s beliefs and assumptions and
information currently available. The words “believe,” "should," “expect,”
“anticipate,” “intend,” “estimate,” “project” and similar expressions that do
not relate solely to historical matters identify forward-looking statements.
Investors should be cautious in relying on forward-looking statements because
they are subject to a variety of risks, uncertainties, and other factors that
could cause actual results to differ materially from those expressed in any such
forward-looking statements. These factors include, but are not limited to those
factors set forth in our most recently filed annual report on Form 10-K and
quarterly report on Form 10-Q, and other factors detailed from time to time in
filings with the Securities and Exchange Commission. We expressly disclaim any
responsibility to update forward-looking statements.
