-----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, VXkdmjy4nGF/AOdPUKNvKGM+Fs4Q9cO1LNXOq2mm3gv4NNBaLNWe5C0Jfxpfp8hU u5P9Pzjl+ORXDnmkXXvUqA== 0001144204-05-028336.txt : 20050908 0001144204-05-028336.hdr.sgml : 20050908 20050908162140 ACCESSION NUMBER: 0001144204-05-028336 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050908 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: 20050908 DATE AS OF CHANGE: 20050908 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: 051075547 BUSINESS ADDRESS: STREET 1: 414 NORTH ORLEANS STREET STREET 2: SUITE 502 CITY: CHICAGO STATE: IL ZIP: 60610 BUSINESS PHONE: 4078490290 MAIL ADDRESS: STREET 1: 414 NORTH ORLEANS STREET STREET 2: SUITE 502 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 v025436_8k.txt 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) September 8, 2005 -------------------------------- Molecular Diagnostics, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in 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: [ ] 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 On September 8, 2005, Robert McCullough, Jr. accepted the nomination of the Board of Directors to become a director of the Company. The Board had nominated Mr. McCullough on August 29, 2005, to become effective upon Mr. McCullough's acceptance. Any committee appointments will be announced upon board approval. Mr. McCullough has an MBA in finance and is a Certified Public Accountant. He was an executive at Ernst & Young (formerly Ernst & Whinney), and served as CFO at two privately-owned health care companies. Mr. McCullough has been in the investment business for the last 18 years as a Portfolio Manager/Security Analyst, and currently as President of Summitcrest Capital Management. Mr. McCullough has been an investor in Molecular Diagnostics since 2001. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated September 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: September 8, 2005 By: /s/ David Weissberg, M.D. -------------------------------- David Weissberg, M.D. Chief Executive Officer
EX-99.1 2 v025436_99-1.txt [Logo of Molecular Diagnostics] PRESS RELEASE For immediate release MOLECULAR DIAGNOSTICS ADDS TO ITS BOARD CHICAGO, IL, September 8, 2005 - Molecular Diagnostics, Inc. (OTCBB: MCDG.OB) announced the addition of Robert McCullough, Jr. to the Board of Directors. The Board had nominated Mr. McCullough on August 29, 2005, to become effective upon Mr. McCullough's acceptance. Mr. McCullough has an MBA in finance and is a Certified Public Accountant. He was an executive at Ernst & Young, (formerly Ernst & Whinney), and served as CFO at two privately owned Health Care companies. Mr. McCullough has been in the investment business for the last 18 years as Portfolio Manager/Security Analyst, and currently as President of Summitcrest Capital Management. Mr. McCullough brings years of financial controls experience in the healthcare sector and most recently as an Analyst/Portfolio Manager. Mr. McCullough has been an investor in Molecular Diagnostics since 2001. CEO Dr. David Weissberg said "We are delighted to have Bob McCullough's financial experience in the health care sector. It can only assist the solid efforts that Molecular's financial staff has accomplished so far in our restructuring, and Bob's input should help us to rapidly conclude this process. In addition, Bob's investment background and his focus in the health care sector will be helpful to our subsequent financing efforts, and in addressing the bio-tech investment community in the Bay Area." Bob McCullough said, "I am very pleased to be invited to work on Molecular's Board and to help with this most exciting turn-around. As an investor in Molecular Diagnostics, I have always been a firm proponent and supporter of the technology, even through all the hard times. The new investors embodied in the likes of David Weissberg have brought renewed energy and commitment to make sure this technology gets to market. The team I see being assembled and the resources being brought to bear are exciting, and indicate to me that we will be able to move the company forward aggressively. The Company's technology should make very significant beneficial changes in the diagnosis of cervical cancer world wide, thereby playing an important role in reducing the death rate from this disease while dramatically lowering the cost to diagnose and treat this disease." 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-KSB for the year ended December 31, 2004 and its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2005 and June 30, 2005. Except as expressly required by law, Molecular Diagnostics undertakes no obligation to publicly update or revise any forward-looking statements contained herein. Contacts: Director Communications Gene Martineau (212)348-1852 ebm@interport.net - -----------------
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