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
Date of Report (Date of earliest event reported) May 18, 2018
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PURADYN FILTER TECHNOLOGIES INCORPORATED |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-11991 |
14-1708544 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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2017 High Ridge Road, Boynton Beach, FL |
33426 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
(561) 547-9499 |
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not applicable |
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(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 (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))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company ¨ |
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If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
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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 May 18, 2018 Mr. Edward S. Vittoria was appointed Chief Executive Officer of Puradyn Filter Technologies Incorporated and as a member of its Board of Directors. Immediately prior to such appointment, Mr. Joseph V. Vittoria resigned from his position as Chief Executive Officer, and has been appointed Executive Chairman of the Board of Directors.
Mr. Edward S. Vittoria, 46, brings 25 years of corporate marketing, business development and strategic leadership to Puradyn Filter Technologies Incorporated. His experience began with over a dozen years at American Express where he managed marketing relationships with Hilton, American Airlines and other travel leaders and then went on to develop and launch the OPEN Savings program for small business card members. In 2006, Mr. Vittoria joined Starwood Hotels & Resorts to lead their Luxury Collection brand, the third largest luxury hotel brand in the world. Seeking a more entrepreneurial opportunity, in 2008 he joined Steve Case’s payments start-up, Revolution Money, where he led customer acquisition and branding. After Revolution Money was purchased by American Express in January 2010, Mr. Vittoria led New Business Development for Time Inc.’s Synapse division until 2012 when he joined Simon Property Group, the leading shopping center owner and operator, where he developed and launched a first of its kind loyalty program for mall shoppers until leaving that company in February 2017. Since December 2017 Mr. Vittoria has been providing advisory services to our company. Mr. Vittoria holds a B.A. in Economics from Yale University. He is the son of Mr. Joseph V. Vittoria.
On May 18, 2018 we entered into a letter agreement with Mr. Edward S. Vittoria pursuant to he agreed to be employed by us for an initial term ending May 31, 2019, which such term may be extended by mutual agreement upon terms and conditions to be mutually agreed upon to prior to the expiration of such initial term. Under the terms of the letter agreement we agreed to pay him: (i) an annual base salary of $200,000, payable in accordance with our normal payroll practices; (ii) an annual cash bonus to be awarded by our Board of Directors in January in a minimum amount of $50,000; and (iii) granted him options to purchase 6,500,000 shares of our common stock, vesting one-third in arrears, at an exercise price equal to fair market value on the date of grant pursuant to the terms and conditions of our 2018 Equity Compensation Plan. He is also entitled to: (i) participate in all of our benefit programs currently existing or hereafter made available to executive and/or salaried; (ii) an amount of annual paid vacation consistent with his position and length of service to us; and (iii) reimbursement for all reasonable, out of-pocket expenses incurred by him.
The foregoing description of the terms and conditions of the letter agreement dated May 18, 2018 by and between our company and Mr. Edward S. Vittoria is qualified in its entirety by reference to the agreement which is filed as Exhibit 10.1 to this report.
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Item 7.01 |
Regulation FD Disclosure. |
On May 21, 2018, Puradyn Filter Technologies Incorporated issued a press release announcing Mr. Vittoria’s appointments. A copy of this press release is furnished as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Puradyn Filter Technologies Incorporated under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01 |
Financial Statements and Exhibits. |
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Exhibit No. |
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Description |
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10.1 |
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99.1 |
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———————
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* |
Filed herewith. |
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¥ |
Management compensation agreement. |
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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.
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PURADYN FILTER TECHNOLOGIES INCORPORATED |
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Date: May 21, 2018 |
By: |
/s/ Joseph V. Vittoria |
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Joseph V. Vittoria, Executive Chairman of the Board of Directors |
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Exhibit Index
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Exhibit No. |
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Description |
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10.1 |
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99.1 |
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———————
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* |
Filed herewith. |
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¥ |
Management compensation agreement. |
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Exhibit 10.1
PURADYN FILTER TECHNOLOGIES INCOPRORATED
2017 HIGH RIDGE ROAD
BOYNTON BEACH, FLORIDA 33426
May 18, 2018
Mr. Edward S. Vittoria
___________________
___________________
Re:
Puradyn Filter Technologies Incorporated, a Delaware corporation (the “ Corporation ”)
Dear Ed:
This letter agreement will set forth the terms and conditions we have agreed to with respect to your employment by the Corporation:
1.
You have agreed to accept employment with the Corporation in accordance with this letter agreement for an initial term ending May 31, 2019. You have agreed to devote substantially all of your business time and attention to the business and operations of the Corporation. The initial term of your employment may be extended by mutual agreement of you and the Corporation’s Board of Directors upon terms and conditions to be mutually agreed upon by you and the Corporation’s Board of Directors prior to the expiration of such initial term;
2.
You will be appointed the Corporation’s Chief Executive Officer. As Chief Executive Officer, you shall have general executive operating supervision over the property, business and affairs of the Corporation, subject to the guidelines and direction of the Board of Directors of the Corporation;
3.
Upon such appointment, you will also be appointed to the Board of Directors, to serve in accordance with applicable Delaware law. So long as you are serving as the Corporation’s Chief Executive Officer, the Board of Directors shall nominate you for election to the Board of Directors;
4.
The Corporation has agreed to pay you the following compensation:
a.
an annual base salary of $200,000, payable in accordance with our normal payroll practices;
b.
an annual cash bonus to be awarded by the Corporation’s Board of Directors in January in a minimum amount of $50,000; and
c.
a grant of options to purchase 6,500,000 shares of the Corporation’s common stock, vesting one-third in arrears, at an exercise price equal to fair market value on the date of grant pursuant to the terms an conditions of the Corporation’s 2018 Equity Compensation Plan.
5.
You will be entitled to participate in all benefit programs of the Corporation currently existing or hereafter made available to executive and/or salaried employees including, but not limited to, stock option plans, pension and other retirement plans, group life insurance, hospitalization, surgical and major medical coverage, sick leave, salary continuation, vacation and holidays, long-term disability, and other fringe benefits. You will further be entitled to such amount of annual vacation consistent with your position and length of service to the Corporation, which such amount shall not be less than 20 days annually. Finally, you will be entitled to receive proper reimbursement for all reasonable, out of-pocket expenses incurred by you (in accordance with the policies and procedures established by the Corporation) in performing services hereunder, provided you properly accounts therefor.
If the foregoing accurately sets forth the terms and conditions we have agreed to, please countersign this letter agreement in the space provided below.
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Sincerely, |
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/s/ Joseph V. Vittoria |
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Joseph V. Vittoria |
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Chief Executive Officer and Chairman of the Board |
The foregoing is agreed to this 18 th day May, 2018.
/s/ Edward S. Vittoria
Edward S. Vittoria
Exhibit 99.1
Puradyn Appoints Edward Vittoria as New CEO
Boynton Beach, FL – May 21, 2018 – Puradyn Filter Technologies Incorporated (OTCQB: PFTI) announced today that its Board of Directors has appointed Ed Vittoria as Chief Executive Officer. Mr. Vittoria succeeds Joseph V. Vittoria who has been Chairman of the Board and CEO since 2006. Mr. Joseph Vittoria has been appointed Executive Chairman of the Board of Directors. Mr. Ed Vittoria was also appointed as a member of our Board of Directors to fill an existing vacancy.
“I am very pleased that Ed has accepted the CEO role. He has been advising Puradyn for the past six months, and his fresh perspective on marketing, strategy and new business development has been well received by the whole Puradyn team as well as our key customers,” said Joseph Vittoria. “We just reported one of our best quarters in years thanks to the improvement in market conditions within our key customer segments and expanded awareness of the savings that are achievable by using our filtration systems. Ed’s decision to join Puradyn is a positive indication that we’re on the right track to growing the business and improving our financial performance.”
“I am looking forward to contributing to Puradyn’s future success,” said Ed Vittoria. “I am confident that we will continue the positive momentum from the recent quarter because I have heard first hand from existing customers about how much they have saved by using Puradyn’s systems and how they regret not installing them sooner. Any company seeking to extend the lives of their engines while also reducing their frequency of oil changes will benefit from Puradyn’s patented technology.”
Ed Vittoria brings 25 years of corporate marketing, business development and strategic leadership to Puradyn. His experience began with over a dozen years at American Express where he managed marketing relationships with Hilton, American Airlines and other travel leaders and then went on to develop and launch the OPEN Savings program for small business cardmembers. In 2006, Ed joined Starwood Hotels & Resorts to lead their Luxury Collection brand, the third largest luxury hotel brand in the world. Seeking a more entrepreneurial opportunity, Ed joined Steve Case’s payments start-up, Revolution Money, where he led customer acquisition and branding. After Revolution Money was purchased by American Express, Ed led New Business Development for Time Inc.’s Synapse division until 2012 when he joined Simon Property Group, the leading shopping center owner and operator, where he developed and launched a first of its kind loyalty program for mall shoppers. Ed holds a B.A. in Economics from Yale University.
About Puradyn Filter Technologies (www.puradyn.com)
Puradyn designs, manufactures and markets pura DYN ® Oil Filtration Systems, the most effective bypass oil filtration products available for internal combustion engines, transmissions and hydraulic applications. Puradyn systems continuously clean lubricating oil and replenish base additives to maintain oil viscosity to safely and significantly extend oil change intervals and engine life. Puradyn’s patented, environmentally-conscious solutions deliver rapid return on investment by reducing oil consumption, maintenance and overhaul costs and engine downtime, while also protecting high-value engine assets. Puradyn filtration systems have been deployed on thousands of engines around the world, with principal applications in oil and gas drilling, pipeline compressors, generators, frac pump units, marine engines, mining and construction vehicles, semi-trucks and buses and hydraulic systems.
Safe Harbor for Forward-Looking Statements:
Statements in this press release, which are not historical data, are forward-looking statements which involve known and unknown risks, uncertainties or other factors not under the company’s control, including but not limited to our history of losses and uncertainty that we will be able to continue as a going concern, our ability to generate net sales in an amount to pay our operating expenses, our need for additional financing and uncertainties related to our ability to obtain these funds, our reliance on sales to a limited number of customers, our dependence on a limited number of distributors, our ability to compete, our ability to protect our intellectual property, and the application of penny stock rules to the trading in our stock, among others which may cause actual results, performance or achievements of the company to be materially different from the results, performance or other expectations implied by these forward-looking statements. These risk factors include but are not limited to those detailed in the company’s Annual Report on Form 10-K for the year ended December 31, 2017 as filed with the SEC on April 10, 2018 and our other filings with the SEC. Puradyn disclaims any responsibility to update any of the forward looking statements contained in this release.
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Company Contact:
Puradyn Filter Technologies, Inc.
Kathryn Morris
866 PURADYN (787 2396) or 561 547 9499
kmorris@puradyn.com