IR Biosciences 8-k 5-14-2007
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
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
14, 2007
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
Delaware
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033-05384
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13-3301899
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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4021
N. 75th Street, Suite 201Scottsdale,
AZ
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85251
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(Address
of principal executive offices)
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(Zip
Code)
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(480)
922-3926
(Registrant’s
telephone number, including area code)
N/A
(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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The
information related to the Company’s standard form of director indemnification
agreement in Item 5.02, below, is incorporated herein by reference.
Item
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
May
14, 2007, the Board of Directors of IR BioSciences Holdings, Inc. (the
"Company") appointed a new director, Lance K. Gordon, Ph.D., to the Company's
Board of Directors to fill a vacant directorship. Dr. Gordon will serve until
his successor is duly elected and qualified. Dr. Gordon and the Company entered
into a Director’s Agreement dated May 14, 2007 (the “Agreement”). Pursuant to
the terms of the Agreement Dr. Gordon will receive the same compensation and
benefits as other non-employee members of the Board. In addition, he will be
eligible to receive additional monetary compensation, in the event he performs
additional functions and achieves additional milestones, as agreed at such
time.
Furthermore, subject to the Board’s approval, for his service as a member of the
Company’s Board of Directors, the Company will grant to Dr. Gordon under the
Company’s 2003 Stock Option, Deferred Stock and Restricted Stock Plan, a
non-qualified stock option to purchase 1,000,000 shares of common stock at
an
exercise price per share equal to 85% of the fair market value on the date
of
the grant approval to vest immediately. The Agreement is attached hereto as
Exhibit 10.1.
Further,
the parties have entered into the Company’s standard form of director
indemnification agreement. Pursuant to this agreement, subject to the exceptions
and limitations provided therein, the Company has agreed to hold harmless and
indemnify Dr. Gordon to the fullest extent authorized by the Company’s articles
of incorporation and Delaware law, and against any and all expenses, judgments,
fines and settlement amounts actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
arising out of his services as a director. Furthermore, during the term of
the
Agreement and for 12 months after, Dr. Gordon has agreed, not to interfere
with
the Company’s relationship with its employees, customers, suppliers and other
business partners. A Form of the Indemnification Agreement is attached hereto
as
Exhibit 10.2.
Dr.
Gordon has not been appointed to or selected for any committees of the Board
of
Directors. There are no transactions between Dr. Gordon and the Company in
the
last two (2) years, nor are there any proposed transactions, reportable under
Item 404(a) of Regulation S-B. There
are
no family relationships among Dr. Gordon and the individuals that comprise
our
Board of Directors and Executive Officers.
On
May 17, 2007, the Company issued a press release announcing the appointment
of
Lance K. Gordon, Ph.D. to the Company’s Board of Directors. The press release is
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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Description
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10.1
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Agreement
dated May 14, 2007 by and between the Company and Dr. Lance K.
Gordon
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10.2
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Form
of the Indemnification Agreement
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99.1
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Press
Release
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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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IR
BIOSCIENCES HOLDINGS, INC.
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Date:
May 17, 2007
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By:
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/s/
Michael K.
Wilhelm
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Michael
K. Wilhelm
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President
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(Duly
Authorized Officer)
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EXHIBIT
INDEX
Exhibit
No.
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Description
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10.1
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Agreement
dated May 14, 2007 by and between the Company and Dr. Lance K.
Gordon
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10.2
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Form
of the Indemnification Agreement
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99.1
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Press
Release
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