-----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, T0/LETKUIaxiwpXpKc62WDOHMgC1Musev6Xryrc4AanBuUTeGSnC4riCdYMDfKO7 lMT1SouWi2Runh9mZs9nlA== 0001104659-07-052335.txt : 20070705 0001104659-07-052335.hdr.sgml : 20070704 20070705100620 ACCESSION NUMBER: 0001104659-07-052335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070702 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: 20070705 DATE AS OF CHANGE: 20070705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERLEUKIN GENETICS INC CENTRAL INDEX KEY: 0001037649 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 943123681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32715 FILM NUMBER: 07963405 BUSINESS ADDRESS: STREET 1: 135 BEAVER ST CITY: WATHAM STATE: MA ZIP: 02452 BUSINESS PHONE: 1-781-398-0700 MAIL ADDRESS: STREET 1: 135 BEAVER ST CITY: WATHAM STATE: MA ZIP: 02452 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL SCIENCE SYSTEMS INC DATE OF NAME CHANGE: 19971003 8-K 1 a07-18062_18k.htm 8-K

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 2, 2007

INTERLEUKIN GENETICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-32715

 

94-3123681

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

135 Beaver Street Waltham, MA

 

02452

(Address of Principal Executive Offices)

 

(Zip Code)

 

(781) 398-0700
(Registrant’s Telephone Number, Including Area Code)

 

(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))

 




 

ITEM 5.02.   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On July 2, 2007, Timothy J. Richerson submitted his resignation as Chief Executive Officer of the Registrant, taking full effect on July 31, 2007.  The Registrant’s Board of Directors appointed its Chairman, Thomas R. Curran, Jr., age 48, as Interim Chief Executive Officer. Mr. Curran has been a director of the Registrant since 2003.  Because of his appointment as Interim Chief Executive Officer, Mr. Curran is stepping down from his positions on the Board’s Audit Committee, Compensation Committee and Nominating Committee.  There are no related party transactions between the Registrant and Mr. Curran reportable under Item 404(a) of Regulation S-K.  At this time, the terms of Mr. Curran’s employment arrangement with the Registrant have not been determined. The Registrant will file an amendment to this Form 8-K when such arrangement has been determined.

In a related action, on July 2, 2007, James Weaver was elected as a director of the Registrant.  Mr. Weaver was elected pursuant to the provisions of the Registrant’s Restated Certificate of Incorporation by the directors remaining in office that were elected by the holder of the Registrant’s Series A Convertible Preferred Stock.  The Registrant expects Mr. Weaver to be elected to the Board’s Audit Committee, Compensation Committee and Nominating Committee, filling the vacancies created by Mr. Curran’s election as Interim Chief Executive Officer.  Mr. Weaver is presently the Vice President of Alticor Corporate Enterprises of Alticor Inc., the corporate parent of Pyxis Innovations Inc., the Registrant’s largest stockholder. There are no related party transactions between the Registrant and Mr. Weaver reportable under Item 404(a) of Regulation S-K.

On July 2, 2007, David A. Finkelstein resigned as Chief Strategy Officer of the Registrant effective immediately.

A copy of the Registrant’s press release announcing these changes is attached as Exhibit 99 to this current report on Form 8-K.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(d)           Exhibit.

99.1         Press Release dated July 3, 2007.

2




 

SIGNATURE

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.

 

 

Interleukin Genetics, Inc.

 

 

(Registrant)

 

 

 

 

 

 

Date: July 5, 2007

 

/s/ KENNETH S. KORNMAN

 

 

Kenneth S. Kornman

 

 

President and Chief Scientific Officer

 

 

                      (Signature)

 

3



EX-99.1 2 a07-18062_1ex99d1.htm EX-99.1

 

Exhibit 99.1

Interleukin Genetics Announces Executive Management and Board Changes

WALTHAM, Mass., July 3 /PRNewswire-FirstCall/ — Interleukin Genetics, Inc. (Amex: ILI) today announced that Chief Executive Officer Tim Richerson is resigning to pursue other opportunities. Mr. Richerson will formally leave Interleukin on July 31, 2007 and until that time will oversee operations of the Company’s Alan James Group business and ensure an orderly transition. Thomas Curran, Interleukin’s Chairman of the Board, will assume the role of Interim Chief Executive Officer while the Board of Directors conducts a search for the best candidate for the role of CEO.

“Interleukin appreciates the dedication Tim has shown during his tenure as CEO, and we wish him the best in his future endeavors,” stated Mr. Curran. “Interleukin continues to make important progress to position our business to take advantage of the emerging personalized health marketplace. We are excited about 2008 and expect to have four genetic tests available for consumers in North America. In addition, we expect to launch our first genetic test internationally in 2009. With our scientific capabilities, strong marketing partner Alticor and the increasing personalization in healthcare, we are optimistic about future opportunities.”

Interleukin also announced that James Weaver has been named to the Board to serve as a Series A Director. Mr. Weaver is currently Vice President of Alticor Corporate Enterprises. Additionally, the company announced that David Finkelstein, Chief Strategy Officer, has resigned his position, effective immediately.

About Interleukin Genetics

Interleukin Genetics, Inc. is focused on developing, acquiring, and commercializing personalized health products that can help individuals improve and maintain their health through preventive measures. It uses functional genomics to help in the development of risk assessment tests based on the genetic variations in people. The Company also develops and markets nutritional and OTCeutical(R) products. Interleukin has commercialized genetic tests for periodontal disease risk assessment, cardiovascular risk assessment, and general nutrition assessment. In addition, through its Alan James Group subsidiary which it acquired in August 2006, Interleukin sells its nutritional product brands, including Ginkoba(R), Ginsana(R), and Venastat(R) through the nation’s largest food, drug and mass retailers. The Company’s current development programs focus on osteoporosis and weight management genetic risk assessment tests, as well as its new proprietary OTCeuticals for distribution through Alan James Group. The Company expects that these programs will also lead to the personalized selection of nutritional products, and provide consumers and healthcare professionals with better preventive product alternatives. For more information about Interleukin and its ongoing programs, please visit http://www.ilgenetics.com.

Certain statements contained herein are “forward-looking” statements including statements regarding our ability to develop diagnostic, personalized nutritional and therapeutic products to prevent or treat diseases of inflammation and other genetic variations, our ability to screen nutritional compounds for their effects on inflammatory responses and other genetic variations,




given specific genetic patterns, and our ability to make progress in advancing our core technologies. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by such forward- looking statements include, but are not limited to, the risk of market acceptance of our products, the risk of technology and product obsolescence, delays in product development, the performance of our commercial partners, the availability of adequate capital, the actions of our competitors and other competitive risks, our ability to integrate acquired businesses, our ability to maintain relationships with our important customers, and those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2006, as amended, filed with the Securities and Exchange Commission, our quarterly reports on Form 10-Q and other filings made by us with the Securities and Exchange Commission. We disclaim any obligation or intention to update these forward-looking statements.



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