8-K

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): October 31, 2012 (October 25, 2012)

Competitive Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-8696	36-2664428
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1375 Kings Highway East, Fairfield, Connecticut	06824
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: (203) 368-6044

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

[  ]

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 Certain Officers or Directors; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers

On October 29, 2012, the Board of Directors of Competitive Technologies, Inc. (the “Company”) appointed Carl O’Connell as President and Chief Executive Officer. Mr. O’Connell replaces Johnnie D. Johnson, interim Chief Executive Officer, who will continue serving as Chief Financial Officer and Director of Investor Relations reporting to Mr. O’Connell. The appointments take effect November 1, 2012.

Mr. O’Connell has a total 30 years of experience in the healthcare field and 20 years as a leader in the medical device arena. Prior to joining Competitive Technologies Mr. O’Connell held executive positions for top global medical device and fortune 500 companies. He recently served as President and CEO for the US Healthcare Division MedSurg for ITOCHU, a Japanese conglomerate, Vice President of Global Marketing for Stryker Spine, and President of Carl Zeiss Surgical, the market leader in optical digital solutions for Neurosurgery, Spine, Ophthalmology, ENT and Dentistry. He is an experienced, driven executive with strong marketing and sales experience. Mr. O’Connell also has a proven track record in commercializing medical technologies as well as building effective and profitable sales and distribution organizations.

Pursuant to the agreement, which was signed October 25, 2012, Mr. O’Connell will act as CEO and President for an initial trial term of sixty days.  After meeting clearly defined and board approved goals and objectives within the sixty days, Mr. O’Connell’s employment will be made permanent and he will be appointed to the Board.  Annual Salary is $250,000 during the trial period and $300,000 thereafter, provided he meets the goals provided by the Board.  Equity and cash bonus will be based on performance goals, up to 100% of his base salary.  Mr. O’Connell will be granted one million incentive stock options vesting over a five year period.

Item 9.01.  Financial Statements and Exhibits.

The following exhibits are filed herewith:

No.

Description

10.1

Letter Agreement between Competitive Technologies, Inc. and Carl O’Connell effective November 1, 2012

99.1

Press Release.

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.

(Registrant)

Dated: October 31, 2012

By:  \s\ Johnnie D. Johnson

Johnnie D. Johnson

Chief Executive Officer

EX-10

Exhibit 10.1

October 25, 2012

Carl D. O’Connell

116 Main Street

Irvington, NY 10533

Dear Carl,

Further to your recent conversation with Bob Moussa, I am pleased to confirm our offer of employment as follows:

1)

Position Title: President/CEO Competitive Technologies, Inc.

2)

Trial Period: Mutually agreed to be 60 (sixty) days from starting date.

3)

Base salary: $ 250,000 pa, rising to $ 300,000 pa upon satisfactory completion of the trial period.

4)

Bonus: 100% of base, subject to meeting clearly defined and board approved goals and objectives within given time frames. Payment of the bonus to be a combination of cash and equity.

5)

Stock Options: You will be granted one million incentive options that will be subject to a new stock option plan that will put into effect by the company. Key elements of the plan are that these options will vest over a five year period and will be subject to a dribbling clause.

6)

Benefits: You will be enrolled in the company’s benefit program for medical, dental and vision. Details of the program will be communicated to you under separate cover.

7)

Board Position: As CEO, you will be a member of the Board.

8)

Start Date: November 1st, 2012.

Carl, I would like to echo Bob’s comments concerning the Board’s excitement at having someone of your caliber and experience join our company and start implementing the appropriate strategies to make Calmare the success that it deserves to be.  I understand from Bob that you asked for written confirmation that the company will be in a position to meet your salary and expense reimbursements in cash and I hereby give you that commitment.

Welcome on board.

Accepted

___________________________

___________________________

Peter Brennan

Carl O’Connell

Chairman

1375 Kings Highway East, Suite 400   •   Fairfield, CT 06824   •203.368.6044   •   Fax: 203.368.5399

email: CTT@CompetitiveTech.net   •   www.CompetitiveTech.net

EX-99

Exhibit 99.1

For immediate release

COMPETITIVE TECHNOLOGIES, INC. APPOINTS CARL O’CONNELL CHIEF EXECUTIVE OFFICER

Fairfield, CT – (October 29, 2012) – Competitive Technologies, Inc. (OTCQX: CTTC) announced today that its Board of Directors has named Carl O’Connell as President and Chief Executive Officer. Mr. O’Connell replaces Johnnie D. Johnson, interim Chief Executive Officer, who will continue serving as Chief Financial Officer and Director of Investor Relations reporting to Mr. O’Connell. The appointments take effect November 1, 2012.

Mr. O’Connell has a total 30 years of experience in the healthcare field and 20 years as a leader in the medical device arena. Prior to joining Competitive Technologies Mr. O’Connell held executive positions for top global medical device and fortune 500 companies. He recently served as President and CEO for the US Healthcare Division MedSurg for ITOCHU, a Japanese conglomerate, Vice President of Global Marketing for Stryker Spine, and President of Carl Zeiss Surgical, the market leader in optical digital solutions for Neurosurgery, Spine, Ophthalmology, ENT and Dentistry. He is an experienced, driven executive with strong marketing and sales experience. Mr. O’Connell also has a proven track record in commercializing medical technologies as well as building effective and profitable sales and distribution organizations.

"Carl is a very knowledgeable, experienced and results-driven executive with strong marketing and sales and distribution experience with world class medical device organizations," said, Peter Brennan, CTTC’s Chairman of the Board. "With his proven track record, leadership and knowledge of building high-performance teams and growing revenue our board was able to unanimously agree that he is the perfect fit, and we are excited to have him join Competitive Technologies."

Mr. O’Connell said, "Competitive Technologies is in an exciting stage of its development and I am delighted with the opportunity to lead the organization's strategic and targeted growth with its portfolio of products. In particular, I look forward to further commercializing the Calmare^® device which already has very compelling clinical results in an underserved market for the treatment of chronic pain. I am very honored by the Board's decision and the confidence they have placed in me, and look forward to working with the outstanding team of people at Competitive Technologies and our partners and doctors."

"The Board and I want to thank Johnnie for his hard work and dedication to Competitive Technologies since stepping in as interim CEO two years ago. He provided the leadership necessary in managing the business and commercialization of our industry-leading technologies and we will continue to benefit from his insights and support as Chief Finance Officer and Director of Investor Relations," Mr. Brennan said.

About Competitive Technologies, Inc.

Competitive Technologies is a global leader in developing and commercializing innovative products and technologies. CTTC is multifaceted, providing distribution, patent and technology transfer, sales and licensing services.

CTTC is the licensed distributor of the non-invasive Calmare^® pain therapy medical device, which incorporates the biophysical "Scrambler Therapy"^™ system developed in Italy by CTTC's client, Professor Giuseppe Marineo to treat neuropathic pain, including cancer pain.  (The official "Scrambler Therapy"^™ technical website is at http://www.scramblertherapy.org/english.htm.)  The Calmare^® device is currently being manufactured for sale by CTTC's partner, GEOMC Co., Ltd. of Seoul, Korea. For more information on the device, visit www.calmarett.com.  Visit CTTC's website: www.competitivetech.net.

Statements made about our future expectations are forward-looking statements and subject to risks and uncertainties as described in our most recent Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on April 16, 2012, and 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:  Jean Wilczynski, IR Services, LLC (860.434.2465 / info@corpirservices.com)