-----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, RdRmsSGOmVaa0IxrsCd/w3F/MXGze6jC0GEPQb48pg/qI22JCb9+4kjb+fWHldIC zOAm2W8apaLcazjR+BjqHA== 0001104659-07-068115.txt : 20070910 0001104659-07-068115.hdr.sgml : 20070910 20070910170030 ACCESSION NUMBER: 0001104659-07-068115 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070906 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: 20070910 DATE AS OF CHANGE: 20070910 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: 071109246 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 a07-23622_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) September 6, 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 September 6, 2007, Interleukin Genetics, Inc. (the “Company”) announced that it entered into a three-year employment agreement, effective on September 10, 2007 with Thomas E. Gerson to assume the position of Chief Financial Officer of the Company (the “Officer”).  The agreement provides for an annual base salary of $235,000, eligibility for a one-time discretionary performance bonus of $20,000 payable in the second quarter of 2008, eligibility for annual discretionary performance bonuses of up to 25% of base salary beginning in 2008, an immediate option grant of 50,000 shares that vests in three equal annual installments, a $600 per month automobile allowance and a one-time reimbursement of relocation/living expenses up to $20,000 during the first twelve months of his employment.  The agreement is terminable by the Company at any time for cause and by the Officer upon one month’s prior written notice.  The agreement also provides that if the Officer is terminated without cause or upon cessation of the business, he shall have the right to receive severance pay in an amount equal to six months of his then current base salary and health benefits for that same period.  In addition, the agreement provides that the Officer is prohibited, directly or indirectly, for a period of twelve months following the termination of the Officer’s employment, from accepting employment, or otherwise becoming involved, in any manner, with any entity that engages in any business that is competitive to the Company’s business, or from providing services to any person or entity that might conflict with the Company’s interests or the interests of the Company’s customers or clients. The Officer’s interest in the employment agreement described in this Section 5.02 would be required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Act of 1933.

Prior to joining the Company and since 2006, the Officer, now age 53, was employed by HistoRx, Inc. as Chief Financial Officer and Vice President of Business Operations.  Between 2000 and 2006, he was employed by CGI Pharmaceuticals, Inc. as Chief Financial Officer and, before that, as Vice President of Finance & Operations.  Between 1990 and 2000, he held various positions with Sanofi Pharmaceuticals/Sterling Winthrop, Inc. and Allied Signal, Inc.  He holds a Bachelor of Arts in Economics and History from Boston College, and a Master of Business Administration in Finance from the University of Chicago.

A copy of the Company’s press release announcing this appointment is attached as Exhibit 99.1 to this current report on Form 8-K.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

(d)            Exhibit.

99.1        Press Release dated September 6, 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: September 10, 2007

/s/ THOMAS R. CURRAN, JR.

 

Thomas R. Curran, Jr.

 

Interim Chief Executive Officer

 

(Signature)

 

3



EX-99.1 2 a07-23622_1ex99d1.htm EX-99.1

Exhibit 99.1

 

INTERLEUKIN GENETICS ANNOUNCES MANAGEMENT AND BOARD APPOINTMENTS

Names Thomas Gerson as Chief Financial Officer and James Weaver as Chairman

WALTHAM, MA — September 6, 2007- Interleukin Genetics, Inc. (AMEX:ILI) announced today that Thomas Gerson has been named Chief Financial Officer.  The Interleukin Board also appointed James Weaver as Chairman of the Board of Directors.  In addition, Nazneen Aziz has joined the company as Vice President, Research and Development.

“We are pleased to welcome Tom to Interleukin,” said Thomas Curran, Interim Chief Executive Officer. “Tom’s more than 25 years of financial and industry experience, as well as his leadership and strategy skills will help the company focus on our current business objectives.  Also, Nazneen is an excellent addition to our research and development team.  She will focus primarily on guiding the development of pharmacogenetic and nutrigenetic tests and matching preventive/therapeutic products for medical applications.”

Interleukin also announced that current Director James Weaver has been appointed as Chairman of the Board.  Mr. Curran will remain on the Board as a Director, and focus on his role as Interim Chief Executive Officer.

Mr. Curran concluded, “With the announcements today, we are confident that Interleukin has a very strong leadership team in place to make progress on our goals.  Interleukin is continuing its search to complete this team with the best possible candidate for the role of permanent CEO.”

Thomas Gerson has held various financial and leadership roles for more than 25 years. Most recently he was Chief Financial Officer and VP of Business Operations at HistoRx, Inc. Previously, he was Chief Financial Officer, Treasurer and Assistant Secretary at CGI Pharmaceuticals, Inc., Director of Financial Planning and Analysis for the Sanofi Research Division and  Sterling Winthrop Consumer Health Group at Sanofi Pharmaceuticals/Sterling Winthrop Inc. and Group Controller of Fluorine Products at Allied Signal, Inc. He holds a Bachelor of Arts in Economics and History from Boston College, and a Master of Business Administration in Finance from the University of Chicago.

Dr. Aziz has held executive management and product development positions at Novartis and at various biotechnology companies. She most recently was Vice-President of External Research at Point Therapeutics with responsibility for development of drugs in oncology and diabetes.  She was employed previously at Interleukin Genetics as Director of Functional Genetics, and has extensive knowledge of Interleukin’s technology. Dr. Aziz received her PhD in molecular biology from the Massachusetts Institute of Technology, and did post doctoral training in molecular biology and genetics at both Harvard and the Whitehead Institute of Biomedical Research at MIT.  Before joining the industry, she spent several years in academics as Assistant Professor at Harvard Medical School and Children’s Hospital.

About Interleukin

Interleukin Genetics, Inc. (AMEX: ILI) is a genetics-focused personalized health company that develops preventive consumer products and genetic tests for sale to the emerging personalized health market.  Focused on the future of health and medicine, Interleukin uses its leading genetics research and scientific capabilities to develop and test innovative preventive and therapeutic products.  Interleukin currently offers an array of Nutraceuticals and OTCeuticals, including Ginkoba®, Ginsana® and Venastat® which are sold at the nation’s largest food, drug and mass retailers, and has commercialized genetic tests for




periodontal disease risk assessment, cardiovascular risk assessment, and general nutrition assessment. Interleukin is headquartered in Waltham, MA. For more information about Interleukin and its ongoing programs, please visit 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, 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.

For Interleukin Genetics:
Paul Voegelin (781) 398-0700

Additional Contacts for Media / Investors:
Erin Duggan (212) 445-8238, Weber Shandwick
Rich Tauberman (201) 964-2408, Financial Relations Board



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