-----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, LbyVjkAbY3lXY+OAhvB+OD9rhfbwptlMkwtSWPNJbxSwYiuCe9o4yq6SWHhZdQCO grhjz8gZeqdef+iUVrumEA== 0000950120-08-000097.txt : 20080320 0000950120-08-000097.hdr.sgml : 20080320 20080320081118 ACCESSION NUMBER: 0000950120-08-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080314 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: 20080320 DATE AS OF CHANGE: 20080320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMMUNOSYN CORP CENTRAL INDEX KEY: 0001375623 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52871 FILM NUMBER: 08700708 BUSINESS ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 858-200-2320 MAIL ADDRESS: STREET 1: 4225 EXECUTIVE SQUARE SUITE 260 CITY: LA JOLLA STATE: CA ZIP: 92037 8-K 1 form8k.htm CURRENT REPORT form8k.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)  March 14, 2008

 
IMMUNOSYN CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
 
005-82677
(Commission
File Number)
 
20-5322896
(I.R.S. Employer
Identification No.)

 
4225 Executive Square, Suite 260,
La Jolla, CA 92037
(Address of Principal Executive Offices and Zip Code)
 
(888) 853-3663
(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 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))
 
 


SECTION 5 – Corporate Governance and Management

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

(d)           (1)  The Board of Directors of Immunosyn Corporation (the “Corporation”) increased the number of directors constituting its whole Board of Directors from two (2) to three (3) effective March 14, 2008 pursuant to the Bylaws of the Corporation.  On such date, the Board of Directors elected Myron W. Wentz, Ph.D., Chairman of the Board and Chief Executive Officer of USANA Health Sciences, Incorporated (NASDAQ:  USNA), to serve as a member of the Board of Directors of the Corporation, filling the newly created directorship resulting from the increase in the authorized number of directors of the Corporation.

Dr. Wentz, 67, founded USANA in 1992 and has been the Chairman and CEO since its inception.  USANA is a public company that develops and manufactures nutritional and personal care products that are sold directly to preferred customers and associates throughout the world.
 
In 1974, Dr. Wentz founded Gull Laboratories (the former parent company of USANA) and served as President and Chairman from 1974 to 1994 during which time Gull developed, manufactured and marketed medical diagnostic test kits designed to detect infectious diseases particularly those caused by viruses and used in private and hospital laboratories around the world. Gull was sold to Fresenius, a German medical products company, in 1994 although Dr. Wentz continued as Chairman until 1998.  In 1998, Dr. Wentz founded Sanoviv Medical Institute, a holistic medical facility located on the Pacific Coast near Rosarito Beach, Mexico.
 
Dr. Wentz received his doctorate from the University of Utah, an MS degree in microbiology from the University of North Dakota and a BS degree in biology from North Central College in Illinois.
 
(2)  As part of the Stock Purchase and Option Agreement dated March 13, 2008 between Dr. Wentz and Argyll Biotechnologies LLC, the Corporation’s largest shareholder (“Argyll Biotech”), described in (4) below, Argyll Biotech agreed to nominate and/or cause Dr. Wentz (or his designee) to be elected to the Corporation’s Board of Directors at each annual meeting of stockholders for so long as Dr. Wentz owns at least 200,000 shares of the Corporation’s Common Stock and Argyll Biotech agreed to vote all, or cause (to the extent within its control) to be voted all, shares of the Corporation’s Common Stock owned or controlled by Argyll Biotech, directly or indirectly, to be voted to elect Dr. Wentz or his designee to serve on the Corporation’s Board of Directors for so long as Dr. Wentz owns at least 200,000 shares of the Corporation’s Common Stock.  Dr. Wentz agreed to serve on the Corporation’s Board of Directors if elected.

(3)  The Corporation does not currently have committees of its Board of Directors.

(4)  Dr. Wentz is party to a Stock Purchase and Option Agreement dated March 13, 2008 (the “Closing Date”) with Argyll Biotech, the Corporation’s largest shareholder, pursuant to which Dr. Wentz purchased, for $2,000,000, 400,000 shares of the Corporation’s Common
 

 
Stock, subject to adjustment.  In addition, Argyll Biotech granted to Dr. Wentz an option to purchase up to 800,000 shares of the Corporation’s Common Stock from it for an exercise price of $6.00 per share on or before March 13, 2011.  Also, Argyll Biotech granted Dr. Wentz four annual options to purchase 100,000 shares of the Corporation’s Common Stock each for exercise prices of $2.50, $3.50, $4.50 and $5.50 per share, effective as of the Closing Date, the first anniversary of the Closing Date, the second anniversary of the Closing Date and the third anniversary of the Closing Date, respectively, expiring on the tenth anniversary of the date of grant.

(5)  Dr. Wentz is not currently a party to any plan, contract or arrangement with the Corporation.  However, it is expected that Dr. Wentz will be entitled to receive such compensation for his Board service as may be determined by the Board of Directors for all non-employee members of the Corporation’s Board of Directors including without limitation annual fees, meeting attendance fees and annual grants of options to purchase shares of Common Stock of the Corporation.


SECTION 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is filed with this Current Report.


 


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:  March 20, 2008
   
     
   
IMMUNOSYN CORPORATION
     
     
   
By:
/s/ Douglas A. McClain, Jr.
     
Douglas A. McClain, Jr.
     
Chief Financial and Accounting Officer
 
 

EX-99.1 2 exh_99-1.htm NEWS RELEASE exh_99-1.htm
 
Exhibit 99.1
 
 
USANA’S CEO MYRON W. WENTZ, Ph.D.
HAS BEEN ELECTED TO SERVE ON
IMMUNOSYN CORPORATION’S BOARD OF DIRECTORS
 
March 17, 2008
 
LA JOLLA, Calif., Mar. 17, 2008 /PRNewswire-FirstCall/ -- Immunosyn Corporation (OTC Bulletin Board: IMYN) is pleased to announce that Myron W. Wentz, Ph.D., Chief Executive Officer and Chairman of the Board of USANA Health Sciences, Incorporated (NASDAQ:  USNA), was elected to serve as a member of its Board of Directors.  Dr. Wentz will be filling a newly created director position resulting from the increase in the authorized number of directors of Immunosyn.
 
“To add to our Board of Directors a Ph.D. in microbiology and immunology, and an internationally recognized pioneer in human cell culture technology and infectious disease diagnoses such as Dr. Wentz with his longstanding successful business history in our industry, is a significant and synergistic addition to the leadership of Immunosyn,” stated Stephen D. Ferrone, President and CEO of Immunosyn.  “Because Dr. Wentz is a scientist as well as a highly accomplished businessman, he understands the significance of SF-1019 from a scientific, humanitarian and business perspective.  His industry background, knowledge, network, advice and good counsel will be a substantial benefit to Immunosyn and its shareholders.”
 
Dr. Wentz founded USANA in 1992 and has been the CEO and Chairman since its inception.  USANA is a public company that develops and manufactures high quality nutritional and personal care products that are sold directly to Preferred Customers and Associates throughout the world.  The success of USANA’s products is largely the result of Dr. Wentz’s insights on cellular nutrition.
 
In 1974, Dr. Wentz founded Gull Laboratories (the former parent company of USANA) and spent 20 years developing, manufacturing and marketing medical diagnostic test kits designed to detect infectious diseases particularly those caused by viruses. These products were used in private and hospital laboratories around the world. The most successful of Gull’s products was the first commercially available test for the diagnosis of infection with the Epstein-Barr virus (EBV).  Dr. Wentz served as President and Chairman of Gull from 1974 to 1994, when he sold it to Fresenius, a German medical products company.  He continued as Chairman until 1998.
 
In 1998, Dr. Wentz also founded Sanoviv Medical Institute, a leading-edge holistic medical facility located on the Pacific Coast near Rosarito Beach, Mexico.
 
“I am privileged to be asked to contribute my industry knowledge and experience toward the success of a company such as Immunosyn, whose dedication to ‘identifying, marketing and distributing biopharmaceuticals derived from biological and natural substances that work with the body rather than against it,’ closely parallels my life’s work,” says Dr. Wentz.
 
Dr. Wentz received his Doctorate from the University of Utah, an MS degree in microbiology from the University of North Dakota and a BS degree in biology from North Central College in Illinois.  In 1969 Dr. Wentz joined a pathology group in Peoria, IL where until 1973 he served as the infectious disease specialist and directed the microbiology and immunology laboratories for three hospitals in the Peoria area.
 

 
During his long and distinguished career in biomedical science, Dr. Wentz has conducted important research on his own and has guided teams of researchers in other parts of the world. Throughout this period he has supported research in the life sciences, extending from the Cardiology Research Center in Moscow to the Linus Pauling Institute at Oregon State University. He is a member of numerous scientific organizations around the world and has written books and published his research in the fields of infectious and degenerative disease.
 
In recent years Dr. Wentz has turned his attention to humanitarian concerns, funding the Wentz Medical Centre and Laboratory in Uganda and the Wentz Medical Center in Cambodia, both of which serve children in those countries orphaned by diseases such as malaria and HIV. He also funded construction of the Wentz Concert Hall and Fine Arts Center at his North Central College alma mater.
 
Dr. Wentz’s business acumen has been recognized through a Presidential appointment as an advisor to the SBA and receiving an Ernst & Young Utah Entrepreneur of the Year Award. In 2007 he received the Albert Einstein Award for lifelong achievement in science.
 
About Immunosyn Corporation
 
La Jolla, CA-headquartered Immunosyn Corporation (IMYN.OTC.BB) plans to market and distribute life enhancing therapeutics. Currently, the company has exclusive worldwide rights from its largest shareholder, Argyll Biotechnologies, LLC, to market, sell and distribute SF-1019, a compound that was developed from extensive research into Biological Response Modifiers (BRMs).  Argyll Biotechnologies, LLC has initiated the process for regulatory approval of SF-1019 in several countries and preparations for clinical trials are underway in both the US and Europe. Research suggests that SF-1019 has the potential to affect a number of clinical conditions including complications from Diabetic Mellitus such as Diabetic Neuropathy (DN) and diabetic ulcers (DU), auto-immune disorders such as Multiple Sclerosis (MS) and neurological disorders such as Chronic Inflammatory Demyelinating Polyneuropathy (CIDP) and Reflex Sympathetic Dystrophy Syndrome (RSD or RSDS). (For more information on Immunosyn and SF-1019 go to http://www.immunosyn.com)
 
The above news release contains forward-looking statements. These statements are based on assumptions that management believes are reasonable based on currently available information, and include statements regarding the intent, belief or current expectations of the Company and its management. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, and are subject to a wide range of business risks, external factors and uncertainties. Actual results may differ materially from those indicated by such forward-looking statements. For additional information, please consult the Company's most recent public filings and Annual Report on Form 10-K for its most recent fiscal year. The Company assumes no obligation to update the information contained in this press release, whether as a result of new information, future events or otherwise.
 
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