-----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, EXet5QZ5JZmofbXxjK2HuPPU/u6V1A7AHyJ3L3LAYWBVNO7brCLRtayOmsIawDtL pkb9qU7oppigBIixvUq//Q== 0000950123-07-007659.txt : 20070518 0000950123-07-007659.hdr.sgml : 20070518 20070518115347 ACCESSION NUMBER: 0000950123-07-007659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070514 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: 20070518 DATE AS OF CHANGE: 20070518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SentiSearch, Inc. CENTRAL INDEX KEY: 0001380024 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 205655648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52320 FILM NUMBER: 07863648 BUSINESS ADDRESS: STREET 1: 1482 EAST VALLEY ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93108 BUSINESS PHONE: 805-684-1830 MAIL ADDRESS: STREET 1: 1482 EAST VALLEY ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93108 8-K 1 y35275e8vk.htm FORM 8-K 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) May 14, 2007
SENTISEARCH, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware   000-52320   20-5655648
         
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)
         
1482 East Valley Road        
Santa Barbara, CA       93108
         
(Address of Principal Executive Offices)       (Zip Code)
Registrant’s telephone number, including area code: 805-684-1830
Not Applicable
(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:
o   Written communications pursuant to Rule 425 under the Securities Act
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 

 


 

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
     On May 14, 2007, the board of directors of SentiSearch, Inc. (the “Company”) appointed Erik R. Lundh, to serve as a director, effective as of May 16, 2007. Mr. Lundh becomes the fourth member of the Company’s board of directors. Mr. Lundh currently leads the biotechnology practice of Heidrick & Struggles, and has more than 16 years of experience in the life sciences sector. While in industry, Mr. Lundh worked for several life sciences companies in operating roles spanning corporate strategy, business development, sales and marketing, and commercial operations, most recently as executive vice president of commercial operations for Sentigen Holding Corp., our former parent company, concluding in 2004. Mr. Lundh was not selected pursuant to any arrangement or understanding with any person, and has had no direct or indirect interest in any of the Company’s transactions during the preceding or current fiscal year within the meaning of Item 404(a) of Regulation S-B.
     In connection with Mr. Lundh’s appointment to the board of directors, on May 16, 2007, the effective date of his appointment, Mr. Lundh received 50,000 options to purchase shares of the Company’s common stock, par value $.0001. The options vested immediately and were granted at an exercise price equal to the closing price of the Company’s common stock on the grant date. A copy of the option agreement between Mr. Lundh and the Company is attached as Exhibit 10.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
10.1   Option Agreement dated May 16, 2007 by and between Erik R. Lundh and SentiSearch, Inc.

 


 

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.
         
  SentiSearch, Inc.
 
 
Date: May 18, 2007  By:   /s/ Joseph K. Pagano    
    Name:   Joseph K. Pagano   
    Title:   Chief Executive Officer   
 

 


 

Exhibit Index
     
Exhibit No.   Exhibit
10.1
  Option Agreement dated May 16, 2007 by and between Erik R. Lundh and SentiSearch, Inc.

 

EX-10.1 2 y35275exv10w1.htm EX-10.1: OPTION AGREEMENT EX-10.2
 

STOCK OPTION AGREEMENT
          THIS STOCK OPTION AGREEMENT (the “Agreement”) is made and entered into as of the 16th day of May, 2007, by and between SENTISEARCH, INC., a Delaware corporation (the “Company”), and Erik R. Lundh( the “Optionee”).
W I T N E S S E T H:
          WHEREAS, the Company desires to grant to the Optionee, and the Optionee desires to accept, an option to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), upon the terms and conditions set forth in this Agreement.
          NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:
          1. Grant. The Company hereby grants to the Optionee an option to purchase up to 50,000 shares of Common Stock, at a purchase price of $0.18 per share, which is the closing price per share of the Common Stock on the date hereof.
          2. Vesting; Term. This option shall be fully vested on the date of grant and may be exercised in whole or in part at any time prior to the fifth anniversary of the date hereof. Unless terminated sooner, this option will expire on the fifth anniversary of the date hereof if and to the extent it has not been previously exercised. Notwithstanding the foregoing, (i) if, at any time prior to the first anniversary of the date hereof, Optionee no longer serves on the Board of Directors of the Company, this option shall expire thirty (30) days from the date of such termination of service; and (ii) if, at any time on or after the first anniversary of the date hereof, and prior to the fourth anniversary of the date hereof, Optionee no longer serves on the Board of Directors of the Company, this option shall expire one year from the date of such termination of service.
          3. Non-Transferability. This option shall not be transferable other than by will or the laws of descent and distribution and, during Optionee’s lifetime, shall not be exercisable by any person other than Optionee.
          4. Exercise of Option. This option may be exercised by transmitting to the Secretary of the Company (or such other person designated by the Company) a written notice specifying the number of shares being purchased, together with payment in full of the exercise price. As soon as practicable after this option is duly exercised, the Company will deliver to the Optionee a certificate for the number of shares of Common Stock purchased by the Optionee pursuant to such exercise. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock covered by this option unless and until the shares of Common Stock are issued pursuant to the exercise of this option.
          5. Compliance with Law. The Company will not be obligated to issue or deliver shares of Common Stock pursuant to this option unless the issuance and delivery of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the requirements of any stock

 


 

exchange or market upon which the Common Stock may then be listed. The Company may prevent or delay the exercise of this option if and to the extent the Company deems necessary or advisable in order to avoid a violation of applicable law or its own policies regarding the purchase and sale of Common Stock. If, during the period of any such ban or delay, the term of this option would expire, then the term of this option will be extended for thirty (30) days after the Company removes the restriction against exercise.
          6. Transfer Orders; Legends. All certificates for shares of Common Stock delivered under this option shall be subject to such stock-transfer orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange or market upon which the Common Stock may then be listed, and any applicable federal or state securities law. The Company may cause a legend or legends to be placed on any such certificates to make appropriate reference to such restrictions.
          7. Miscellaneous This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and, may not be modified other than by written instrument executed by the parties.
          IN WITNESS WHEREOF, this Agreement has been executed as of the date first above written.
             
    SENTISEARCH, INC.    
 
           
 
  By:   /s/ Joseph K. Pagano
 
   
    Joseph K. Pagano    
    Chief Executive Officer    
 
           
    OPTIONEE    
 
           
 
  By:   /s/ Erik R. Lundh    
 
           
    Erik R. Lundh    

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