0001002014-14-000208.txt : 20140428 0001002014-14-000208.hdr.sgml : 20140428 20140428163248 ACCESSION NUMBER: 0001002014-14-000208 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140428 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140428 DATE AS OF CHANGE: 20140428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALR TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001087022 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 880225807 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30414 FILM NUMBER: 14789839 BUSINESS ADDRESS: STREET 1: 7400 BEAUFONT SPRINGS DRIVE STREET 2: SUITE 300 CITY: RICHMOND STATE: VA ZIP: 23225 BUSINESS PHONE: (804) 554-3500 MAIL ADDRESS: STREET 1: 7400 BEAUFONT SPRINGS DRIVE STREET 2: SUITE 300 CITY: RICHMOND STATE: VA ZIP: 23225 FORMER COMPANY: FORMER CONFORMED NAME: ALR TECHNOLOGIES INC DATE OF NAME CHANGE: 19990524 8-K 1 alrt8k-4282014.htm ALR TECHNOLOGIES INC. FORM 8-K (4/28/2014) alrt8k-4282014.htm

 



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)
April 28, 2014 (April 11, 2014)

ALR TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation)

000-30414
(Commission File No.)

7400 Beaufont Springs Drive
Suite 300
Richmond, Virginia  23225
(Address of principal executive offices) (Zip Code)

(804) 554-3500
(Registrant's telephone number, including area code)

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):

[   ]
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 DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On April 11, 2014, we received notice from Lawrence Weinstein effective May 18, 2014, he will resign as president and chief operating officer.  Mr. Weinstein does not have any disagreement with our company relating to our operations, policies and practices, or otherwise. Further, on April 17, 2014 we received notice from Mr. Weinstein that he was also resigning as a member of the board of directors. Mr. Weinstein will continue to serve as president, chief operating officer and member of our board of directors until May 18, 2014. Mr. Weinstein has advised us he desires to pursue other activities and tendered his resignation as a result. We are endeavoring to enter into a consulting arrangement with Mr. Weinstein for his continued involvement with us in an alternative role. No arrangement has been finalized as of the date of this report. Mr. Weinstein’s resignations was not of a disagreement with us on any matter relating to our operations, policies or practices. Mr. Weinstein did not sit on any of the committees of the board of directors.

Our board of directors has appointed Mr. Smith, 54, as our president effective May 19, 2014. Mr. Smith has been a member of our board of directors since December 2012 and Director, Commercial Strategy and External Affairs since February 2013.

Under appointment as President of the Company, Mr. Smith will has agreed to enter into a one year employment contract as follows:

·
be paid $180,000 per annum
·
received an initial bonus of $55,000

The foregoing contract can be terminated with 30 days’ notice. Mr. Smith presently is paid $120,000 per annum in his capacity as Director, Commercial Strategy and External Affairs. Mr. Smith has been granted the option to acquire 1,500,000 shares of common stock of the Company at a price of $0.03 per share for a term of five years. The option vests when Mr. Smith effectively becomes the President of the Company. From September 2010 to January 2013, Mr. Smith was the Managing Director of the Healthcare Division at NSI (National Strategies Inc.), a Washington DC company providing consulting advice on government relations strategies, corporate affairs strategies, aligning business and government affairs goals, and management strategies to maximize government relations support for U.S. commercial businesses. From November 2009 to August 2010, Mr. Smith was a consultant and an advisor to the Charlie Baker Campaign for Governor for the state of Massachusetts. From January 2003 to October 2009, Mr. Smith was the Vice President, US Public Affairs and Policy, at Pfizer, Inc. in New York City where he developed US policy based commercial strategies with the Pfizer business unit leaders. Mr. Smith holds a Bachelor of Arts in history from Georgetown University, a Master of Arts in political philosophy from Catholic University of America and is a Ph.D. Candidate in Political Philosophy from Catholic University of America.

The Company’s Board of Directors effective May 19, 2014 will be Mr. William S. Smith, Mr. Sidney S. Chan, Mr. Kenneth James Robulak and Dr. Alfonso Salas.



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ITEM 7.01         REGULATION FD DISCLOSURE.

On April 18, 2014, we announced William S. Smith has been appointed President of the Company, effective May 19, 2014.  Mr. Lawrence Weinstein who served as President & COO of ALR Technologies since 2010 expressed a wish to pursue other activities and will remain as a consultant.


ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.
Document Description
   
99.1
Press Release – April 18, 2014










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.

Dated this 28th day of April, 2014.

 
ALR TECHNOLOGIES INC.
 
   
 
BY:
SIDNEY CHAN
   
Sidney Chan
   
Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Chairman of the Board of Directors








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EX-99.1 2 exh99-1.htm PRESS RELEASE - APRIL 18, 2014 exh99-1.htm
Exhibit 99.1

William S. Smith Appointed as President of ALR Technologies

Richmond, Virginia, April 18, 2014 – ALR Technologies, Inc. (OTCBB: ALRT) announces today that William S. Smith has been appointed President of the Company, effective May 19, 2014.  Mr. Lawrence Weinstein who served as President & COO of ALR Technologies since 2010 expressed a wish to pursue other activities and will remain as a consultant.

Mr. Smith has served as Director, Commercial Strategies and External Affairs at ALR Technologies since February 2013.  Prior to joining ALRT, he worked at senior levels in the private sector and in government for more than two decades. He served as Managing Director at NSI, a Washington-based consulting firm, whose clients include major pharmaceutical and biotechnology companies. He spent ten years at Pfizer, Inc., where he was Vice President for U.S. Public Affairs and Policy. In that role, Smith was the lead advisor on U.S. policy issues to Pfizer’s major commercial businesses in the United States. Smith also ran Pfizer’s state government affairs group, one of the largest such groups in corporate America. Mr. Smith previously worked in government where he was on the staff of two Governors in Massachusetts, was a leadership aide to the Republican Leadership in the U.S. House of Representatives, and was a senior aide in the White House Office of National Drug Control Policy under President George H.W. Bush.

“Larry’s experience and knowledge were integral in ALRT receiving regulatory approvals and putting management systems in place during the development stage.   He was the ideal President for our company during the critical start-up and will contribute to the company on an ongoing basis,” said Sidney Chan, Chief Executive Officer of ALR Technologies. “I am pleased to announce that Bill Smith has agreed to become President.  Bill’s experience and skills will be invaluable for the commercialization phase of the company that we are now entering.”

About ALR Technologies

ALR Technologies is a medical device company providing remote monitoring and care facilitation for patients with chronic diseases.   ALRT has developed the FDA-cleared Health-e-Connect system which uploads the data from blood glucose meters onto a secure website where clinicians and others can better monitor and coordinate the care of these patients. The platform will be expanded to cover patients with other chronic diseases. More information on ALR Technologies and its products can be found at http://www.alrt.com.

Contact:  Andrew Klips, info@alrt.com, 859.919.0383

This release contains certain “forward-looking statements” relating to ALR Technologies’ business, and these statements reflect the current views of ALR Technologies with respect to future events and are subject to certain risks, uncertainties and assumptions. When used, the words “estimate”, “expect”, “anticipate”, “believe” and similar expressions are intended to identify such forward-looking statements. There are many factors that could cause the actual results, performance or achievements of ALR Technologies and its products to be materially different from any future results, performances or achievements that may be expressed or implied by such forward-looking statements. Further management discussions of risks and uncertainties can be found in the company’s quarterly filings with the Securities and Exchange Commission.