Integrated Pharmaceuticals Inc - Current report filing (8-K)
07 November 2007 - 10:46PM
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)
November 1,
2007
INTEGRATED
PHARMACEUTICALS, INC
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
COMMISSION
FILE NUMBER
000-50960
Integrated
Pharmaceuticals, Inc.
(Exact
name of small business issuer in its charter)
Idaho
|
04-3413196
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification
No.)
|
|
|
310
Authority Drive
Fitchburg,
MA 01420
(Address
of principal executive offices) (Zip Code)
(978)
696-0020
(Issuer
’
s
telephone
number, including area code)
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
communication 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.
|
Appointment
of Principal
Officers
|
On
November 1, 2007, the Board of Directors elected Peter Featherston as President
and Chief Executive Officer (CEO) of Integrated Pharmaceuticals,
Inc. The Board also increased the size of the Board to six (6) and
filled the vacancy created thereby by electing Mr. Featherston to the
Board.
There
are
no arrangements or understandings between Mr. Featherstone and any other
person
pursuant to which Mr. Featherston was elected to the Board and is not expected
to be named to any of the Board’s committees other than the Audit committee.
There have been no transactions between Mr. Featherston and the Company during
the last two years involving $60,000 or more. There is no material
plan, contract or arrangement to which Mr. Featherston is a party (or in
which
he participates) that was entered into or amended in connection with his
appointment as CEO or election to the Board.
Mr.
Featherston’s compensation as CEO will be based upon a $90,000 annual salary
plus a bonus of $20,000 if the Company achieves certain sales
objectives. He will be issued a warrant, exercisable at $0.20 per
share, for 500,000 shares of the Company’s common stock. The warrant
will vest as the Company achieves certain sales objectives. Mr.
Featherston will be included in the Company’s health insurance program. It is
expected that Mr Featherston will receive a second year salary of $120,000
and a
$30,000 bonus and warrant for 250,000 shares at .60 cents and in year three
a
salary of $150,000 and a $40,000 bonus and warrant of 125,000 shares at
$1.20.
Mr.
Featherston from 1982 to 2005, was co-founder, co-owner and chief operating
and
marketing officer of RISMEDIA, a privately held, national real estate media
company based in Norwalk, Connecticut. In 2006 and 2007, Mr. Featherston
acted
as a business consultant/broker and created works of art with notable
Americans.
Mr.
Featherston is not a director of any other public company, and he is not
related
to any other officer or director of the Company.
The
Company intends to enter into a written employment agreement with Mr.
Featherston, but has not yet done so.
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 thereunto
duly authorized.
|
|
|
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INTEGRATED
PHARMACEUTICALS, INC.
|
|
|
|
DATE:
November
5
, 2007
|
By:
|
/s/
Peter
Featherston
|
|
Peter
Featherston
|
|
President
and Chief Executive Officer
|
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