- Current report filing (8-K)
February 22 2010 - 7:33AM
Edgar (US Regulatory)
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 (Date of earliest event reported):
February 19,
2010
Senesco
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
001-31326
|
84-1368850
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
303
George Street, Suite 420, New Brunswick, New Jersey
|
08901
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(732) 296-8400
|
(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 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)).
|
|
|
|
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Item
5.01. Changes in Control of Registrant.
As
previously disclosed in a Form 8-K filed on November 9, 2009, on November 6,
2009, each of Stanford Venture Capital Holdings, Inc. (“SVCH”) and Stanford
International Bank, Ltd. (“SIBL”) (collectively SVCH and SIBL are referred to
herein as “Stanford”), who are the beneficial owners of a significant interest
in Senesco Technologies, Inc., (“Senesco” or the “Company”), simultaneously
entered into definitive agreements with certain members of the Company’s Board
of Directors to sell all of their respective interests in the Company, including
shares of common stock, convertible debentures and warrants, (the “Securities”)
held by each of the Stanford entities to each of Harlan W. Waksal, M.D., Rudolf
Stalder, Christopher Forbes, David Rector, John N. Braca, Jack Van Hulst, Warren
Isabelle and the Thomas C. Quick Charitable Foundation. Each of
Harlan W. Waksal, M.D., Rudolf Stalder, Christopher Forbes, David Rector, John
N. Braca, Jack Van Hulst and Warren Isabelle are members of the Company’s Board
of Directors (the “Insiders”). The Thomas C. Quick Charitable Foundation is an
affiliate of Mr. Thomas C. Quick who is also a member of the Company’s Board of
Directors. Such transaction was negotiated privately between Stanford
and the foregoing persons and their affiliates and was subject to certain
closing conditions.
On
February 19, 2010, SVCH and the Insiders closed on their definitive agreement to
sell all of their Securities. As a result of the transaction, the
members of the Company’s Board of Directors, as a group, will beneficially own a
controlling interest of approximately 58.2% of the Company’s common
stock. In addition, Mr. Christopher Forbes, who was the main investor
in the transaction, will, individually, beneficially own approximately 44.7% of
the Company’s common stock. The Insiders have not closed on the
agreement between them and SIBL as certain closing conditions to that agreement
have not been met as of yet.
Item
8.01 Other Events
On February 22, 2010 the Company issued
a press release announcing the purchase of SVCH Securities by a group of its
directors and their affiliates. A copy of this press release is furnished as
Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit No.
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Description
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|
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99.1
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Press
Release of Senesco Technologies, Inc. dated February 22,
2010
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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.
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SENESCO
TECHNOLOGIES, INC.
|
|
|
Dated:
February 22, 2010
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By:
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/s/ Jack Van Hulst
|
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Name:
Jack Van Hulst
|
|
Title: President
and Chief Executive Officer
|
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