Ivivi Technologies, Inc. - Current report filing (8-K)
October 04 2007 - 3:52PM
Edgar (US Regulatory)
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 1, 2007
IVIVI TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 001-33088 22-2956711
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(State Or Other Jurisdiction (Commission (IRS Employer Identification
Of Incorporation) File Number) Identification No.)
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224-S Pegasus Avenue, Northvale, NJ 07647
(Address of Principal Executive Offices)(Zip Code)
(201) 784-8168
Registrant's Telephone Number
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))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On October 1, 2007, at the Annual Meeting of Shareholders (the "Annual
Meeting") of Ivivi Technologies, Inc. (the "Company"), the shareholders of the
Company approved the adoption of an amendment to the Ivivi Technologies, Inc.
2004 Amended and Restated Stock Option Plan (the "Plan") to increase the number
of shares of common stock of the Company available for issuance thereunder from
2,437,500 shares to 3,750,000 shares. The Board of Directors of the Company had
adopted the amendment on August 28, 2007, subject to shareholder approval.
A summary of the Plan is included as part of Proposal No. 2 contained
in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on September 4, 2007. The summary of the Plan contained in
the proxy statement is qualified in its entirety by reference to the full text
of the Plan.
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 1, 2007, following the Annual Meeting, the Board of
Directors appointed Edward J. Hammel, the Executive Vice President of the
Company, as the Chief Operating Officer of the Company. As Chief Operating
Officer of the Company, Mr. Hammel's duties include administrative and
operational activities. Mr. Hammel will continue to serve as Executive Vice
President of the Company pursuant to the terms of Mr. Hammel's current
employment agreement with the Company, the terms of which have been previously
disclosed. Mr. Hammel will not receive additional compensation in exchange for
his service as Chief Operating Officer of the Company.
Edward J. Hammel, age 57, has served as Executive Vice President of the
Company since July 2004. From September 2003 to June 2004, Mr. Hammel was a
partner in Palisades Partners, a management consulting company. From March 2001
until September 2003, Mr. Hammel served as the Chief Financial Officer of
LifeWaves International, a health and wellness start-up company. From 1999 to
2001, Mr. Hammel was the managing director and founder of Hillcrest Consulting
Services, Inc., a healthcare consulting company. From 1997 to 1999, Mr. Hammel
served as Senior Vice President and Chief Financial Officer of WellMed Medical
Management, a physician practice management company. From 1993 to 1997, he
served as Senior Vice President and Chief Financial Officer of Riscorp, Inc., a
worker's compensation insurance company. From 1978 to 1993, he was employed by
Reliance Group Holdings, a diversified financial holding company eventually
serving as Vice President. Mr. Hammel received a B.A. from the University of
Denver in 1972 and a Masters Degree in Management from Northwestern University
in 1977.
A copy of the press release announcing the appointment of Mr. Hammel as
Chief Operating Officer of the Company is attached to this Current Report on
Form 8-K as Exhibit 99.1.
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ITEM 8.01. OTHER EVENTS.
On October 4, 2007, the Company announced the results of the Annual
Meeting. A total of 6,705,829 shares of common stock of the Company, or
approximately 69.9% of the total number of shares of common stock of the Company
entitled to vote at the meeting, were represented at the Annual Meeting.
At the Annual Meeting, the shareholders of the Company re-elected seven
directors to serve until the next annual meeting of shareholders and until their
successors are duly elected and qualified. The directors include Mr. Steven M.
Gluckstern, Mr. Andre' A. DiMino, Mr. David Saloff, Mr. Kenneth S. Abramowitz,
Dr. Louis J. Ignarro, Dr. Pamela J. Newman and Mr. Jeffery A. Tischler.
At the Annual Meeting, the shareholders of the Company also approved
the adoption of an amendment to the Plan to increase the number of shares of
common stock of the Company available for issuance thereunder from 2,437,500
shares to 3,750,000 shares. See "Item 1.01 - Entry Into a Material Definitive
Agreement" of this Current Report on Form 8-K.
At the Annual Meeting, the shareholders of the Company also ratified
the appointment of Raich Ende Malter & Co. LLP as the independent registered
public accounting firm of the Company for the fiscal year ending March 31, 2008.
A copy of the press release announcing the results of the Annual
Meeting is attached to this Current Report on Form 8-K as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1, contains
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
typically are identified by use of terms such as "may," "will," "should,"
"plan," "expect," "anticipate," "estimate" and similar words, although some
forward-looking statements are expressed differently. Forward-looking statements
represent our management's judgment regarding future events. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, the Company can give no assurance that such
expectations will prove to be correct. All statements other than statements of
historical fact included in this Current Report on Form 8-K are forward-looking
statements. The Company cannot guarantee the accuracy of the forward-looking
statements, and you should be aware that the Company's actual results could
differ materially from those contained in the forward-looking statements due to
a number of factors, including the statements under "Risk Factors" contained in
the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 - Press release, dated October 4, 2007 (Exhibit 99.1
is furnished as part of this Current Report on
Form 8-K).
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SIGNATURE
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.
IVIVI TECHNOLOGIES, INC.
By: /s/ Andre' DiMino
---------------------------------
Name: Andre' DiMino
Title: Co-Chief Executive Officer
Date: October 4, 2007
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