0001079973-13-000110.txt : 20130213 0001079973-13-000110.hdr.sgml : 20130213 20130213083143 ACCESSION NUMBER: 0001079973-13-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130206 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PURE BIOSCIENCE, INC. CENTRAL INDEX KEY: 0001006028 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 330530289 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14468 FILM NUMBER: 13599695 BUSINESS ADDRESS: STREET 1: 1725 GILLESPIE WAY CITY: EL CAJON STATE: CA ZIP: 92020 BUSINESS PHONE: 619-596-8600 MAIL ADDRESS: STREET 1: 1725 GILLESPIE WAY CITY: EL CAJON STATE: CA ZIP: 92020 FORMER COMPANY: FORMER CONFORMED NAME: PURE BIOSCIENCE DATE OF NAME CHANGE: 20031029 FORMER COMPANY: FORMER CONFORMED NAME: PURE BIOSCIENCES DATE OF NAME CHANGE: 20031029 FORMER COMPANY: FORMER CONFORMED NAME: INNOVATIVE MEDICAL SERVICES DATE OF NAME CHANGE: 19960122 8-K 1 pure_8k.htm FORM 8-K pure_8k.htm
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 6, 2013
 
PURE BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware
 
001-14468
 
33-0530289
(State or other jurisdiction
of incorporation)
 
(Commission
 File Number)
 
(IRS Employer
Identification No.)
   
1725 Gillespie Way
El Cajon, California
 
92020
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (619) 596-8600
 
Not applicable
(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):
 
¨
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
(d) Effective February 6, 2013 (the “Effective Date”), the Board of Directors (the “Board”) of Pure Bioscience, Inc. (the “Company”) appointed Dave Pfanzelter to serve as a director of the Company.  Mr. Pfanzelter is also expected to serve on the Compensation and Nominating Committees of the Board.  There are no arrangements or understandings between Mr. Pfanzelter and any other person pursuant to which Mr. Pfanzelter was appointed as a director of the Company, and there are no transactions in which Mr. Pfanzelter has an interest requiring disclosure under Item 404(a) of Regulation S-K.  Following the appointment of Mr. Pfanzelter, the Board consists of six directors, four of whom are independent within the meaning of the NASDAQ listing standards and SEC rules.
 
Previously Mr. Pfanzelter served as senior vice president of Kellogg Company, president of Kellogg’s Specialty Channels and president of Kellogg Canada since May 2004, while also serving as part of the Kellogg Executive Committee and Global Leadership Team.  Mr. Pfanzelter began his foodservice career in 1975 with Oscar Mayer Foods Corporation serving in several key sales and marketing positions, including director of marketing and national sales manager.  In 1995, he was appointed vice president, sales of Kraft Foodservice, representing the combined manufactured brands of Oscar Mayer, General Foods and Kraft Foods.  In 1998 Mr. Pfanzelter joined Keebler, serving as vice president and general manager of the food service division prior to Keebler’s acquisition by Kellogg in 2001.
 
Since 1998, Mr. Pfanzelter has been on the board of directors of Doctor’s Associates, the parent company of Subway Restaurants, the nation’s largest restaurant chain.  In February 2012, Mr. Pfanzelter joined Wrigley Foods Advisory Board of Directors.  He also served on the Board of the International Food Service Manufacturer’s Association as chairman and member of its executive committee.
 
In connection with his appointment to the Board and in accordance with Company’s director compensation program, the Company granted to Mr. Pfanzelter options to purchase 40,000 shares of the Company’s common stock at an exercise price of $0.73 per share, the closing price of the Company’s common stock on the Effective Date.  The options will vest in full on the first anniversary of the Effective Date and expire on the tenth anniversary of the Effective Date. Mr. Pfanzelter will receive compensation for serving as a director in accordance with the Company’s director compensation program described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on July 12, 2012
 
The Company issued a press release announcing the appointment of Mr. Pfanzelter as a director, a copy of which is attached hereto as Exhibit 99.1.
 
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1                      Press Release dated February 13, 2013


 
 
 

 

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.
 

 
PURE BIOSCIENCE, INC.
   
   
Dated: February 13, 2013
By:     /s/ Michael L. Krall
 
          Michael L. Krall
 
          President, Chief Executive Officer
 
          (Principal Executive Officer)
   
   


 
 

 
 
EXHIBIT INDEX
 

 
Exhibit
Number
Description

99.1 
Press Release dated February 13, 2013

EX-99.1 2 ex99x1.htm PRESS RELEASE ex99x1.htm
Exhibit 99.1
 
 
 

 
PURE Bioscience Board Appoints Dave Pfanzelter to Board of Directors

SAN DIEGO (February 13, 2013) – PURE Bioscience, Inc. (NASDAQ: PURE), creator of the patented silver dihydrogen citrate (SDC) antimicrobial, today announced that food industry leader Dave Pfanzelter has been appointed to the Board of Directors. Mr. Pfanzelter has been a member of PURE Bioscience’s Advisory Panel since July 2012.  His appointment increases the number of PURE directors to six, four of whom are considered independent, including Mr. Pfanzelter.

Michael L. Krall, President and CEO of PURE Bioscience, stated, “Since joining our Advisory Panel last year, Dave has been instrumental in helping develop our commercial initiatives into key market channels in food processing, food manufacturing and food service.  As a member of our Board of Directors, his insight and relationships in the food industry will play an important role as we refine and implement our sales and growth strategy.”

Dave Pfanzelter said, “This is an excellent opportunity to join the Board, because I believe that PURE’s SDC-based technology provides a superior and much-needed solution to the problem of foodborne illness.  I look forward to working with the other Directors and PURE’s management to position the Company as a leader in food safety.”

Previously Mr. Pfanzelter was senior vice president, Kellogg Company, president, Kellogg’s Specialty Channels and president, Kellogg Canada while also serving as part of the Kellogg Executive Committee and Global Leadership Team.  Mr. Pfanzelter began his foodservice career in 1975 with Oscar Mayer Foods Corporation serving in several key sales and marketing positions, including director of marketing and national sales manager.  In 1995, he was appointed vice president, sales of Kraft Foodservice, representing the combined manufactured brands of Oscar Mayer, General Foods and Kraft Foods.  In 1998 Mr. Pfanzelter joined Keebler, serving as vice president and general manager of the food service division prior to Keebler’s acquisition by Kellogg in 2001.

Since 1998, Mr. Pfanzelter has been on the board of directors of Doctor’s Associates, the parent company of Subway Restaurants, the nation’s largest restaurant chain.  In February 2012, Dave joined Wrigley Foods Advisory Board of Directors.  He also served on the Board of the International Food Service Manufacturer’s Association as chairman and member of its executive committee.

About PURE Bioscience, Inc.
PURE Bioscience, Inc. develops and markets technology-based bioscience products that provide solutions to numerous global health challenges, including Staph (MRSA) and Carbapenem-resistant Enterobacteriaceae (CRE)/NDM-1+. PURE’s proprietary high efficacy/low toxicity bioscience technologies, including its silver dihydrogen citrate-based antimicrobials, represent innovative advances in diverse markets and lead today’s global trend toward industry and consumer use of “green” products while providing competitive advantages in efficacy and safety.  Patented SDC is an electrolytically generated source of stabilized ionic silver, which formulates well with other compounds.  As a platform technology, SDC is distinguished from competitors in the marketplace because of its superior efficacy, reduced toxicity and the inability of bacteria to form a resistance to it.  PURE is headquartered in El Cajon, California (San Diego metropolitan area).  Additional information on PURE is available at www.purebio.com.
 
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project,” "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, the Company’s cash position and liquidity requirements, the Company’s failure to implement or otherwise achieve the benefits of its strategic initiatives, acceptance of the Company's current and future products and services in the marketplace, the ability of the Company to develop effective new products and receive regulatory approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.

PURE Bioscience Investor Contact:
Don Markley, Senior Vice President, LHA
(310) 691-7100
dmarkley@lhai.com

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