-----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, HWlOhj8YwYtCzKYm98EOyZaf8QQ2sqcdUhYHRVw2SbxQXmeYLPdgXSFP9eebJpYZ Q/13twHk3KDadaoqxz7BiQ== 0001013762-06-000606.txt : 20060323 0001013762-06-000606.hdr.sgml : 20060323 20060323172839 ACCESSION NUMBER: 0001013762-06-000606 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060322 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060323 DATE AS OF CHANGE: 20060323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APPLIED DNA SCIENCES INC CENTRAL INDEX KEY: 0000744452 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 592262718 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-90539 FILM NUMBER: 06706985 BUSINESS ADDRESS: STREET 1: 25 HEALTH SCIENCES DRIVE STREET 2: SUITE 113 CITY: STONY BROOK STATE: NY ZIP: 11790 BUSINESS PHONE: 631 444 6862 MAIL ADDRESS: STREET 1: 25 HEALTH SCIENCES DRIVE STREET 2: SUITE 113 CITY: STONY BROOK STATE: NY ZIP: 11790 FORMER COMPANY: FORMER CONFORMED NAME: PROHEALTH MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 20010504 FORMER COMPANY: FORMER CONFORMED NAME: DCC ACQUISITION CORP DATE OF NAME CHANGE: 19990211 FORMER COMPANY: FORMER CONFORMED NAME: DATALINK CAPITAL CORP/TX/ DATE OF NAME CHANGE: 19980306 8-K 1 form8k.htm APDN FORM 8K APDN Form 8k
 
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 22, 2006
 
 
Applied DNA Sciences, Inc
(Exact Name of Registrant as Specified in Charter)
 
Nevada
(State or Other Jurisdiction
of Incorporation)
002-90539
(Commission File Number)
59-2262718
(IRS Employer
Identification No.)

 
25 Health Sciences Drive, Suite 113
Stony Brook, New York 11790
(Address of Principal Executive Offices) (Zip Code)
 

 
631-444-6862
(Registrant’s telephone number, including area code)
 
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 (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 Principal Officers; Election of Directors; Appointment of Principal Officers.


(b) Departure of Directors.

On March 22, 2006, Peter Brocklesby notified Applied DNA Sciences, Inc. (the “Company”) that he was resigning his positions as President of the Company and APDN (B.V.I.) Inc., its wholly-owned subsidiary, and as a member of the Board of Directors, effective as of such date. The resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company appreciates Mr. Brocklesby’s service as President of the Company and its subsidiary and as a member of its Board of Directors.

Also on March 22, 2006, Lawrence Lee notified the Company that he was resigning his positions as Chief Technology Strategist and a member of the Board of Directors of the Company, effective as of such date. The resignation was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company appreciates Mr. Lee’s service as Chief Technology Strategist of the Company and as a member of its Board of Directors.



Item 8.01 Other Events.

On March 23, 2006, the Company issued a press release announcing the resignations described under Item 5.02 above and the appointments of Mr. Hayward and Mr. Simon to the Board of Directors on March 17, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
 
 
 
Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1   Press release of Applied DNA Sciences, Inc., dated March 23, 2006

 



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.
 
 
     
  Applied DNA Sciences, Inc.
  (Registrant) 
 
 
 
 
 
 
Date: March 23, 2006 By:   /s/ James Hayward
 
James Hayward
  Chief Executive Officer
 


 
 
 
 
Exhibit No.    Description of Exhibit 
     
 99.1   Press Release of Applied DNA Sciences, Inc., dated March 23, 2006.
     
 
EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1
 
Applied DNA Sciences Announces
Resignations and Appointment of New Directors

March 23, 2006 (Stony Brook, New York)—Applied DNA Sciences, Inc. (OTC BB: APDN), a DNA security solutions company (“APDN”), today announced that Peter Brocklesby resigned his position as a director and President of APDN and APDN (B.V.I.) Inc., its wholly owned subsidiary, and Lawrence Lee resigned his position as a director and Chief Technology Strategist of APDN, effective March 22, 2006, to pursue other interests. APDN also announced that Dr. James A. Hayward, our Chief Executive Officer, and Dr. Sanford R. Simon have been appointed to the Board of Directors of APDN, effective March 17, 2006.

Dr. James Hayward has been our acting Chief Executive Officer since October 5, 2005. Since June 2004, Dr. Hayward has been the Chairman of Evotope Biosciences, Inc., a drug development company based in Stony Brook, New York. Since 2001, Dr. Hayward has been a director of Q-RNA, Inc., a biotech company based in New York, New York. Since 2000, Dr. Hayward has been a General Partner of Double D Venture Fund, a venture capital firm based in New York, New York. Between 1990 and July 2004, Dr. Hayward was the Chairman, President and CEO of The Collaborative Group, Ltd., a provider of products and services to the biotechnology, pharmaceutical and consumer-product industries based in Stony Brook, New York. Dr. Hayward received his bachelor’s degree in Biology and Chemistry from the State University of New York at Oneonta in 1976, his Ph.D. in Molecular Biology from the State University of New York at Stony Brook (“Stony Brook”) in 1983, and an honorary Doctor of Science from Stony Brook in 2000. Dr. Hayward has served on the boards of the Council on Biotechnology, the Long Island Association, the Stony Brook Foundation, The Research Foundation of State University of New York Board of Directors, New York Biotechnology Association and the Long Island Life Sciences Initiative.

“We believe the collective expertise in the biotechnology, pharmaceutical, and consumer product industries of our new board members adds comprehensive depth to our board of directors that will serve us well as we continue to advance through this important stage of development,” said James A. Hayward, CEO of APDN. “We also believe it is critical for the company to have excellent relations with the biotechnology industry, the university and the government to ensure that we are well-positioned to achieve our development goals.”
 
Dr. Sanford R. Simon has over 40 years’ experience in biochemistry and cell biology as well as applied genetic research. He has been a Professor of Biochemistry, Cell Biology and Pathology at Stony Brook since 1997. He joined the faculty at Stony Brook as an Assistant Professor in 1969 and was promoted to Associate Professor with tenure in 1975. Dr. Simon was a member of the Board of Directors of The Collaborative Group from 1995 to 2004. From 1967 to 1969 Dr. Simon was a Guest Investigator at Rockefeller University. Dr. Simon received a B.A. in Zoology and Chemistry from Columbia University in 1963, a Ph.D. in Biochemistry from Rockefeller University in 1967, and studied as a postdoctoral fellow with Nobel Prize winner Max Perutz in Cambridge, England. Dr. Simon’s research efforts, which currently include development of vaccines and small molecule therapeutics for biodefense applications, have been funded over the past several years in part by grants from the National Institutes of Health and the Department of Defense. Dr. Simon is also the principal investigator on a project entitled "A Chimeric Method and System for DNA Encryption and Authentication", funded jointly by APDN, Stony Brook’s Center for Biotechnology and the New York State Office of Science, Technology and Academic Research.
 
Dr. Simon stated: "I am very pleased to be able to contribute to the direction of this company, and I look forward to offering my background in biochemistry and cell biology as a resource for the Board and management team of APDN."

About Applied DNA Sciences, Inc.

Applied DNA Sciences, Inc. (APDN) develops proprietary DNA-embedded security solutions that use plant DNA to verify authenticity and protect corporate and government agencies from counterfeiting, fraud, piracy, product diversion, identity theft and unauthorized intrusion into physical plant and databases. Our common stock is listed on the Over-The-Counter Bulletin Board under the symbol "APDN". Contact: MeiLin Wan, Applied DNA Sciences, Inc., 25 Health Sciences Drive, Stony Brook, New York 11790; Tel: 631-444-6861; Fax: 631-444.8848 www.ADNAS.com.

The statements made by Applied DNA Sciences, Inc. in this press release may be forward-looking in nature and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements describe the Company’s future plans, projections, strategies and expectations, and may be identified by words such as "expects”, "anticipates”, "intends”, "plans”," "believes”, "seeks”, "estimates" or words of similar meaning. These forward-looking statements are based on assumptions and involve a number of risks, uncertainties, situations and other factors that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from any future results, level of activity, performance or achievements expressed or implied by these statements. These factors include changes in interest rates, market competition, changes in the local and national economies, and various other factors detailed from time to time in Applied DNA Sciences’ SEC reports and filings, including our Annual Report on Form 10-KSB, filed on January 12, 2006, and subsequent Quarterly Reports on Form 10-QSB and Current Report on Form 8-K. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events or circumstances after the date hereof to reflect the occurrence of unanticipated events.
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