-----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, K++UIqMkqRg/+y0ax5sbPC9x90vTgqq7MvJR1Xa67co11yNmG6kaod8Y4GuKzoD7 bLaPCt4jIaW3otbrUkyW5w== 0001104659-08-014161.txt : 20080229 0001104659-08-014161.hdr.sgml : 20080229 20080229134815 ACCESSION NUMBER: 0001104659-08-014161 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080225 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20080229 DATE AS OF CHANGE: 20080229 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPHERIX INC CENTRAL INDEX KEY: 0000012239 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 520849320 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-05576 FILM NUMBER: 08654343 BUSINESS ADDRESS: STREET 1: 12051 INDIAN CREEK CT CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3014193900 MAIL ADDRESS: STREET 1: 12051 INDIAN CREEK COURT CITY: BELTSVILLE STATE: MD ZIP: 20705 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BIOSPHERICS RESEARCH INC DATE OF NAME CHANGE: 19720404 8-K 1 a08-6985_18k.htm 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)    February 25, 2008

 

Spherix Incorporated

(Exact name of registrant as specified in its charter)

                                                                                                                                                                              

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

Delaware

 

0-5576

 

52-0849320

 

(Address of principal executive offices)

 

(Zip Code)

12051 Indian Creek Court, Beltsville, Maryland

 

20705

 

Registrant’s telephone number, including area code    301-419-3900

 

 

(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))

 

 


 

Section 5 — Corporate Governance and Management

 

Item 5.02.  Departure of Directors or Certain Officers;  Election of Directors;  Appointment of Certain Officers;  Compensation Arrangements of Certain Officers.

 

                On February 25, 2008, Mr. George C. Creel resigned as a member of the Board of Directors of Spherix Incorporated (the “Company”) consistent with the previously-announced plan to make room for new Board Members with more extensive biotechnology and product development knowledge and experience.

 

                On February 25, 2008, Mr. Aris Melissaratos was elected to the Board of Directors of the Company by the remaining members of the Board of Directors.  Mr. Melissaratos is currently serving as a Senior Advisor to the President of Enterprise Development of The Johns Hopkins University.  Formerly, he served as the Secretary of the Maryland Department of Business and Economic Development.

 

                Mr. Melissaratos will be compensated as a member of the Board of Directors of the Company on the same basis as the existing outside, independent directors.  At present, all independent directors receive (i) an annual cash retainer of $5,000; (ii) an annual grant of $10,000 of restricted Company stock (not transferrable until one year following departure from the Board); (iii) $2,500 for each in-person Board meeting attended; (iv) $800 for each in-person Committee meeting attended;  and (v) $300 for each teleconference Board or Committee meeting  attended.

 

                Mr. Melissaratos will initially serve on the Compensation and Benefits; Nominating; and Strategic Planning Committees of the Board of Directors.

 

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.

 

 

Spherix Incorporated

 

(Registrant)

 

 

 

By:

 

 

 

/s/ Claire L. Kruger

 

Claire L. Kruger

 

CEO

 

 

 

Date:

February 29, 2008

 

 

2

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