-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HgTMAM8RD7mUtsZGV29Rbl2eh0z8AyhxxKHGJopD2yQCHBjGnj20OI5qbWwagYvZ D24Sxguz0eK+pgOfPr8bsw== 0001144204-05-018963.txt : 20050615 0001144204-05-018963.hdr.sgml : 20050614 20050615110238 ACCESSION NUMBER: 0001144204-05-018963 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050614 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050615 DATE AS OF CHANGE: 20050615 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPETITIVE TECHNOLOGIES INC CENTRAL INDEX KEY: 0000102198 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 362664428 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08696 FILM NUMBER: 05896676 BUSINESS ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: BUILDING 1 CITY: FAIRFIELD STATE: CT ZIP: 06824 BUSINESS PHONE: 2032556044 MAIL ADDRESS: STREET 1: 1960 BRONSON ROAD STREET 2: BUILDING 1 CITY: FAIRFIELD STATE: CT ZIP: 06824 FORMER COMPANY: FORMER CONFORMED NAME: UNIVERSITY PATENTS INC DATE OF NAME CHANGE: 19920703 8-K 1 v020169_8k.txt ================================================================================ 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 June 14, 2005 Date of Report (Date of earliest event reported) __________________ COMPETITIVE TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-8696 36-2664428 (State or other jurisdiction of (Commission (I.R.S. Employer incorporation) File Number) Identification No.) 1960 Bronson Road, Fairfield, Connecticut 06824 (Address of principal executive offices) (Zip Code) (203) 255-6044 (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 filing 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)) ================================================================================ Item 1.02 Termination of a Material Definitive Agreement. On June 14, 2005, John B. Nano ceased serving as the President and Chief Executive Officer of Competitive Technologies, Inc. (the "Company"), and therefore the Amended and Restated Employment Agreement between Mr. Nano and the Company effective as of August 1, 2004 (the "Employment Agreement") may be deemed to have been terminated. The Employment Agreement between the Company and John B. Nano effective as of August 1, 2004, filed as Exhibit 10.6 to the Company's Form 10-K dated October 29, 2004, is incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K. Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Reference is made to Item 1.02 of this Form 8-K, which is incorporated herein by reference. (b) On June 14, 2005, Mr. John B. Nano, President, Chief Executive Officer and a director of the Company, ceased serving as President and Chief Executive Officer of the Company. (c) On June 14, 2005, Dr. Donald J. Freed, 62, was appointed as President and Chief Executive Officer of the Company on an interim basis. To the extent required by Item 5.02 of Form 8-K, the Company's Definitive Proxy Statement on Schedule 14A filed November 24, 2004 is incorporated herein by reference. There are no family relationships between Dr. Freed and any of the Company's directors and executive officers. There are no transactions between Dr. Freed and the Company which the Company is required to report in which Dr. Freed has a direct or indirect material interest. To the extent required by Item 5.02 of Form 8-K, the Employment Agreement between the Company and Dr. Freed, dated September 27, 2004, a copy of which was filed as Exhibit 10.1 to registrant's Form 8-K dated September 27, 2004, is incorporated by reference in this Item 5.02 pursuant to General Instruction B.3 of Form 8-K. Item 9.01. Financial Statements and Exhibits (c) Exhibits Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press release dated June 14, 2005. 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. COMPETITIVE TECHNOLOGIES, INC. Date: June 15, 2005 By: /s/ Donald J. Freed ------------------- Name: Donald J. Freed Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- Exhibit 99.1 Press release dated June 14, 2005 EX-99.1 2 v020169_ex99-1.txt Exhibit 99.1 Competitive Technologies Appoints Dr. Donald J. Freed as President and Chief Executive Officer Replacing John B. Nano Fairfield, CT - (June 14, 2005) - Competitive Technologies, Inc. (AMEX: CTT) announced that effective today Dr. Donald J. Freed, the Company's Executive Vice President and Chief Technology Officer, has been appointed by the Board of Directors to serve as President and Chief Executive Officer on an interim basis, replacing Mr. John B. Nano, who has ceased to serve in those positions. It is anticipated that Mr. Nano will continue to be employed by the Company on a consultancy basis. This will provide for continuity by making his expertise available to the Company in the future. Mr. Richard E. Carver, Chairman of the Board, said, "The Board of Directors feels strongly about expanding our strategic vision for increased recurring revenues, and I believe that Dr. Freed can provide the leadership to achieve that goal. Dr. Freed knows technology and how to manage technology companies, and is particularly well-suited for continuing to develop CTT's technology commercialization business. Before joining us in 2004, Dr. Freed was responsible for the successful start-up of advanced materials initiatives in three Fortune 50 companies, and has extensive experience in licensing and technology transfer on a global basis, including the U.S., Europe and Asia. His knowledge of the Company, coupled with his excellent track record of success, makes Dr. Freed an outstanding choice to lead our Company." About Competitive Technologies, Inc. Competitive Technologies, established in 1968, is a full service technology transfer and licensing provider focused on the technology needs of its customers and transforming those requirements into commercially viable solutions. CTT is a global leader in identifying, developing and commercializing innovative technologies in life, electronic, nano, and physical sciences developed by universities, companies and inventors. CTT maximizes the value of intellectual assets for the benefit of its customers, clients and shareholders. Visit CTT's website: www.competitivetech.net Statements about our future expectations, including development and regulatory plans, and all other statements in this press release other than historical facts are "forward-looking statements" within the meaning of applicable Federal Securities Laws, and are not guarantees of future performance. When used herein, the words "anticipate," "believe," "intend," "plan," "expect," "estimate," "approximate," and similar expressions, as they relate to us or our business or management, are intended to identify such forward-looking statements. These statements involve risks and uncertainties related to market acceptance of and competition for our licensed technologies, growth strategies, operating performance, industry trends, and other risks inherent in our business, including those set forth in Item 7 under the caption "Risk Factors," in our most recent Annual Report on Form 10-K filed with the SEC on October 29, 2004, and other factors that may be described in our other filings with the SEC, and are subject to change at any time. Our actual results could differ materially from these forward-looking statements. We undertake no obligation to update publicly any forward-looking statement. Direct inquiries to: Johnnie D. Johnson, Strategic IR, Inc. E-mail: jdjohnson@strategic-ir.com Tel. (212) 754-6565; Fax (212) 754-4333 E-mail: ctt@competitivetech.net -----END PRIVACY-ENHANCED MESSAGE-----