-----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, H9NgF1/Icdg1FJULHqjDBv0RnpLM1E+Djw/tkoYOjrU2vYckugEj+nshih7Dmmw7 P09tiO5iZ8W5lLGhes2FkQ== 0001144204-10-023557.txt : 20100430 0001144204-10-023557.hdr.sgml : 20100430 20100430163511 ACCESSION NUMBER: 0001144204-10-023557 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100429 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: 20100430 DATE AS OF CHANGE: 20100430 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: 10788011 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 v183019_8k.htm Unassociated Document
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):  April 29, 2010
 
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.
 
(b)           On April 29, 2010, Kenneth S. Kornman, DDS, PhD, the President and Chief Scientific Officer of Interleukin Genetics, Inc. (the “Company”) resigned from the Board of Directors of the Company effective immediately prior to the election of William C. Mills III as a director as described below.  Dr. Kornman will continue to serve as the Company’s President and Chief Scientific Officer.
 
(d)           On April 29, 2010, William C. Mills III was elected to fill the vacancy created by Dr. Kornman’s resignation as a Class I director of the Company.  In addition, Mr. Mills was appointed to serve as the Chair of the Compensation Committee and as a member of the Audit Committee.
 
Mr. Mills is currently an independent venture capitalist with over 29 years of experience within the venture capital community. He is currently a member of the Board of Managers of Ascension Health Ventures, as well as a number of corporate boards and advisory boards. Mr. Mills was a managing member of a management company conceived by EGS Healthcare Capital Partners to manage EGS Private Healthcare Partnership III. Previously, Mr. Mills served as Partner with private equity and venture capital firm Advent International in Boston. While at Advent, he was co-responsible for healthcare venture capital investments within the medical technology and biopharmaceutical sectors. Prior to joining Advent International, Mr. Mills was General Partner at The Venture Capital Fund of New England and was with PaineWebber Ventures/Ampersand Ventures as a Managing General Partner.
 
Mr. Mills will be entitled to receive compensation for his service as a director in accordance with the following policy for compensating non-employee directors who are also not Series A directors, which policy was amended by the Board on April 29, 2010:
 
 
·
for service as a director, an annual retainer of $20,000;
 
 
·
for service as the chair of a committee, an annual retainer of $7,500;
 
 
·
for service as a non-chair member of a committee, an annual retainer of $5,000;
 
 
·
for each Board or committee meeting attended in person, by teleconference or by video, $1,500; and
 
 
·
upon initial election or appointment to the Board, a grant of an option to purchase 15,000 shares of common stock at an exercise price equal to the closing price of the common stock on the date of grant, with such option to vest in four equal annual installments on each of the first four anniversaries of the grant date.
 
Pursuant to this policy, on April 29, 2010, Mr. Mills was granted an option to purchase 15,000 shares of the Company’s common stock at an exercise price of $0.67 per share, the closing price of the common stock as reported on the NYSE Amex on April 29, 2010.  The option will vest as to 25% of the shares on each of April 29, 2011, April 29, 2012, April 29, 2013 and April 29, 2014.
 
There are no arrangements or understandings between the Company and any other person pursuant to which Mr. Mills was elected as a director, nor are there any transactions between Mr. Mills and the Company in which he has a direct or indirect material interest that the Company is required to report pursuant to the rules and regulations of the Securities and Exchange Commission.
 
A copy of the Company’s press release, dated April 30, 2010, announcing the election of Mr. Mills is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.
 
(d)
Exhibit.

 
99.1
Press Release dated April 30, 2010.

 
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: April 30, 2010
 
/s/ ELIOT M. LURIER
   
 Eliot M. Lurier
   
 Chief Financial Officer
   
 (Signature)
 
 
3

 
EX-99.1 2 v183019_ex99-1.htm Unassociated Document
Exhibit 99.1

Interleukin Genetics, Inc. Appoints William C. Mills to its Board of Directors

WALTHAM, MA – April 30, 2010 – Interleukin Genetics, Inc. (NYSE Amex: ILI) announced today the appointment of William C. Mills III, to its Board of Directors. Mr. Mills will replace Ken Kornman as a board member and Dr. Kornman will continue to serve as the Company’s President and Chief Scientific Officer.

Mr. Mills is currently an independent venture capitalist who joins Interleukin Genetics’ Board of Directors with over 29 years of experience within the venture capital community. Mr. Mills was a managing member of a management company conceived by EGS Healthcare Capital Partners to manage EGS Private Healthcare Partnership III. Previously, Mr. Mills served as Partner with private equity and venture capital firm Advent International in Boston. While at Advent, he was co-responsible for healthcare venture capital investments within the medical technology and biopharmaceutical sectors.

Prior to joining Advent International, Mr. Mills was General Partner at The Venture Capital Fund of New England and was with PaineWebber Ventures/Ampersand Ventures as a Managing General Partner.

“We are very pleased and fortunate to have Mr. William Mills join our Board of Directors during this exciting time. He brings a wealth of technical healthcare industry and investment experience that is invaluable for the company as we continue to grow our business and explore new commercial partnerships,” said Interleukin Genetics CEO Lewis H. Bender. “On behalf of the Company I would like to extend a warm welcome to Mr. Mills.”

Mr. Mills graduated cum laude from Princeton University, where he received his A.B. in Chemistry. He went on to receive his S.M. in Chemistry from the Massachusetts Institute of Technology and his M.S. in Management from MIT’s Sloan School of Management.

About Interleukin Genetics, Inc.
Interleukin Genetics, Inc. (NYSE Amex: ILI) develops and markets genetic tests that empower consumers to prevent chronic diseases and that assist pharmaceutical companies in the development and marketing of targeted therapeutics. The Company leverages its research, intellectual property and biomarker development experience to facilitate the emerging personalized health market. Interleukin Genetics markets a line of genetic tests under the Inherent Health brand including Bone Health, Weight Management, Heart Health and Nutritional Needs. The Company is headquartered in Waltham, MA. For more information please visit http://www.ilgenetics.com.


###


Contact:
Erin Walsh
Interleukin Genetics
781-419-4707
ewalsh@ilgenetics.com
 
 
4

 

-----END PRIVACY-ENHANCED MESSAGE-----