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): April
15, 2006
GAMMACAN
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
0-32835
(Commission
File Number)
33-0956433
(IRS
Employer Identification No.)
11
Ben Gurion St., 54100 Givat Shmuel, Israel
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: 972
3 5774475
(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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01
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Entry
Into a Material Definitive Agreement
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ITEM
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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On
April
16, 2006, Gammacan International, Inc. (the “Corporation”), entered into an
employment agreement (the "Agreement") with Patrick Schnegelsberg pursuant
to
which Mr. Schnegelsberg will serve as Chief Executive Officer of the
Corporation, effective April 15, 2006. Mr. Schnegelsberg shall receive a salary
of $200,000 and an annual bonus of up to $200,000 upon achieving certain
objectives. Pursuant to a separate agreement between the Corporation and Mr.
Schnegelsberg, the Corporation agreed to indemnify Mr. Schnegelsberg for
substantially all liabilities he may incur as a result of his employment by
or
service to the Corporation. Mr. Schnegelsberg will be granted up to 1,400,000
stock options of the Corporation, pursuant to the Corporation's 2004 Stock
Option Plan, adopted by the Board on August 17, 2004. Options are exercisable
at
an exercise price of $1.29 per share. 350,000 of the Options shall vest on
the
first anniversary from their date of grant, and the remaining Options shall
vest
in 36 equal monthly instalments thereafter.
Prior
to joining the
Corporation, Mr. Schnegelsberg has been the Director of Investment Banking
at
Global Markets Capital Group since April 2005. From March 2004 though April
2005, Mr. Schnegelsberg was the Director of Investment Banking at Rodman &
Renshaw. From March 2002 though March 2004, Mr. Schnegelsberg was a senior
biotechnology analyst and portfolio manager at Mehta Partners/MP Asset Managers.
From May 2000 though November 2001, Mr. Schnegelsberg was an associate at Booz
Allen Hamilton. Mr. Schnegelsberg earned a Masters in Medical Sciences from
Harvard Medical School in 1993 and conducted doctoral thesis work at MIT’s
Whitehead Institute.. Mr . Schnegelsberg received his BA in Biochemistry &
Molecular Biology in May 1989 from Clark University and was awarded High Honours
in the subject and was on the Dean’s List.
On
April
15, 2005, Vered Caplan resigned as Acting Chief Executive Officer of Gammacan
International, Inc, effective as of that date.
On
April
16, 2006, Gammacan Ltd, a subsidiary of the Corporation agreed to amend the
employment agreement of Chaime Orlev, the subsidiary and the Corporation's
CFO,
effective April 1, 2006. The amendment to the employment agreement provides
for
an increase in monthly compensation to $6,500 per month.
ITEM
9.01.
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Financial
Statements and
Exhibits.
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10.01 |
Employment
Agreement between Gammacan, Ltd. and Patrick Schnegelsberg, dated
as of
April 16, 2006.
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10.02 |
Indemnity
Agreement between Gammacan International, Inc. and Patrick Schnegelsberg,
dated as of April 17, 2006.
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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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GAMMACAN
INTERNATIONAL, INC. |
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By: |
/s/ Chaime
Orlev |
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Chaime
Orlev,
Chief
Financial Officer
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Date:
April 19, 2006
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