-----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, BssqEmDpotjRoQJJ8HolmCXGk/4+9MihQSXAbj6PME5slPqZ5bCZYB3HY1jKvNBV WqiT308o4b2MDYtrsKTvng== 0001144204-05-008957.txt : 20050328 0001144204-05-008957.hdr.sgml : 20050328 20050328171717 ACCESSION NUMBER: 0001144204-05-008957 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050304 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: 20050328 DATE AS OF CHANGE: 20050328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MOLECULAR DIAGNOSTICS INC CENTRAL INDEX KEY: 0000075439 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 364296006 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-00935 FILM NUMBER: 05707265 BUSINESS ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 4078490290 MAIL ADDRESS: STREET 1: 900 NORTH FRANKLIN STREET 1 STREET 2: SUITE 210 CITY: CHICAGO STATE: IL ZIP: 60610 FORMER COMPANY: FORMER CONFORMED NAME: AMPERSAND MEDICAL CORP DATE OF NAME CHANGE: 19990527 FORMER COMPANY: FORMER CONFORMED NAME: BELL NATIONAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC COAST HOLDINGS INC DATE OF NAME CHANGE: 19830303 8-K 1 v14121_8k.txt Microsoft Word 11.0.5604; 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 4, 2005 --------------- Molecular Diagnostics, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-935 36-4296006 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 414 North Orleans Street, Suite 502, Chicago, Illinois 60610 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (312) 222-9550 -------------- 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)) TABLE OF CONTENTS FORM 8-K Item Page Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers 1 Item 9.01 Financial Statements and Exhibits 1 Signature 1 Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers (b) On March 4, 2005, Peter P. Gombrich informed the Board of Directors that has was resigning as Chairman of the Board and as a director of the Company, effective immediately. A copy of the Company's press release is attached as Exhibit 99.1 and is incorporated herein by reference. Mr. Gombrich also informed the Board of Directors, by letter dated March 16, 2005, that he was resigning from the Company effective immediately; Mr. Gombrich had been employed as an Executive Vice President of the Company. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated March 8, 2005 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. Molecular Diagnostics, Inc. Dated: March 29, 2005 By:/s/ Denis M. O'Donnell, M.D. ---------------------------------- Denis M. O'Donnell, M.D. President and Chief Executive Officer EX-99.1 2 v014121_ex99-1.txt [LETTERHEAD OF MOLECULAR DIAGNOSTICS] PRESS RELEASE For immediate release CONTACTS: Molecular Diagnostics, Inc. - --------------------------- Denis M. O'Donnell, M.D. Chief Executive Officer (312) 222-9550 MOLECULAR DIAGNOSTICS, INC. ANNOUCES DIRECTOR RESIGNATION CHICAGO, IL, March 8, 2005 - Molecular Diagnostics, Inc. (OTCBB: MCDG.OB) announced today that Peter Gombrich, Chairman of the Board of Directors, resigned as Chairman of the Board and as a director of the company, effective today. About Molecular Diagnostics, Inc. Molecular Diagnostics develops cost-effective cancer screening systems, which can be utilized in a laboratory or at the point-of-care, to assist in the early detection of cervical, gastrointestinal, and other cancers. The InPath(TM) System is being developed to provide medical practitioners with a highly accurate, low-cost, cervical cancer screening system that can be integrated into existing medical models or at the point-of-care. More information is available at: www.Molecular-Dx.com Certain statements in this release are forward-looking. These statements are based on Molecular Diagnostics' current expectations and involve many risks and uncertainties, such as the company's inability to obtain sufficient financing, the possibility that clinical trials will not substantiate Molecular Diagnostics' expectations with respect to the InPath(TM) System, and other factors set forth in reports and documents filed by Molecular Diagnostics with the Securities and Exchange Commission. Actual results may differ materially from Molecular Diagnostic's current expectations depending upon a number of factors affecting the Company's business. These factors include, among others, risks and uncertainties detailed in the Company's periodic public filings with the Securities and Exchange Commission, including but not limited to the Company's Annual Report on Form 10-K for the year ended December 31, 2003 and its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004 (as amended). Except as expressly required by law, Molecular Diagnostics undertakes no obligation to publicly update or revise any forward-looking statements contained herein. -----END PRIVACY-ENHANCED MESSAGE-----