-----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, AOTBh2Q3cIvZDfazWXFKs5PW4oTGEdA9mXHqFlSoOqE+yJo9YB07JPEbONarRQbd jMLRPYORAMxTPKORiBHHpQ== 0001116679-05-001176.txt : 20050413 0001116679-05-001176.hdr.sgml : 20050413 20050413170225 ACCESSION NUMBER: 0001116679-05-001176 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050407 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: 20050413 DATE AS OF CHANGE: 20050413 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROTEIN POLYMER TECHNOLOGIES INC CENTRAL INDEX KEY: 0000858155 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330311631 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19724 FILM NUMBER: 05748789 BUSINESS ADDRESS: STREET 1: 10655 SORRENTO VALLEY RD CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 6195586064 MAIL ADDRESS: STREET 1: 10655 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121 8-K 1 pp8k.txt APRIL 7, 2005 ================================================================================ 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): April 7, 2005 PROTEIN POLYMER TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-19724 33-0311631 - ----------------------------------- ----------------------- -------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) - -------------------------------------------------------------------------------- 10655 Sorrento Valley Road, San Diego, California 92121 - ----------------------------------------------------------- -------------------- (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- Registrant's telephone number, including area code: (858) 558-6064 --------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ================================================================================ Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On April 7, 2005, at a meeting of the Board of Directors, J. Thomas Parmeter vacated his position as Chief Executive Officer of Protein Polymer Technologies, Inc. (the "Company"). He will remain as a full-time employee in his role as the Chairman of the Board of Directors. At the same meeting, the Board of Directors of the Company appointed William N. Plamondon as Chief Executive Officer to replace Mr. Parmeter in that office. Mr. Plamondon's business experience during the past five years as well as his other directorships held in reporting companies is fully set forth in Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 29, 2005 and in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety. The Company has not yet entered into a formal agreement for the employment of Mr. Plamondon. However, the Board of Directors provided that the Company will pay $300,000 annually, at the rate of $25,000 per month, to Mr. Plamondon's affiliated consulting company, R.I. Heller & Co., LLC. In addition, the Board of Directors also provided that Mr. Plamondon would receive rights to acquire 2,000,000 shares of the Company's common stock, the terms of which are to be determined by the compensation committee of the Board of Directors. The Company has issued a press release which details the above-mentioned events. A copy of the press release is filed as Exhibit 99.1 to this Current Report. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Protein Polymer Technologies, Inc. dated April 11, 2005 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. PROTEIN POLYMER TECHNOLOGIES, INC., a Delaware corporation Date: April 13, 2005 By: /s/ J. Thomas Parmeter --------------------------------------------- J. Thomas Parmeter Chairman of the Board EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release of Protein Polymer Technologies, Inc. dated April 11, 2005 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACTS: J. Thomas Parmeter Chairman (858) 558-6062 info@ppti.com PROTEIN POLYMER TECHNOLOGIES SELECTS WILLIAM N. PLAMONDON III AS NEW CHIEF EXECUTIVE OFFICER SAN DIEGO, April 11, 2005 -- Protein Polymer Technologies, Inc. (OTC BB: PPTI) announced today the appointment of William N. Plamondon III as its new Chief Executive Officer. J. Thomas Parmeter, PPTI's former CEO, will remain in his capacity as Chairman of the Board of Directors, and Donald Kaplan, Ph.D. will continue as President and Chief Operating Officer. "Bill Plamondon has been an advisor to PPTI for the last seven months and was recently named to the Board of Directors. The addition of Bill to our management team adds a very broad base of business experience to our capabilities. Over the course of his career, Bill has served as CEO for several public and private companies," said J. Thomas Parmeter, PPTI's Chairman. "His skills and insight will add great value to PPTI's future." In his leadership roles, Mr. Plamondon has been the CEO of companies exceeding $3 billion of revenue worldwide. He has successfully driven acquisitions and reorganizations, in addition to building and growing businesses in a variety of industries. Bill Plamondon is currently President and CEO of R.I. Heller & Co., LLC, a management consulting firm, and serves on the Board of Directors of several companies, charities and non-profit organizations. "I look forward to helping a great team of people with outstanding scientific accomplishments continue to build a great company," Mr. Plamondon said, following the announcement of his new role. Protein Polymer Technologies, Inc., is a San Diego-based company focused on developing products to improve medical and surgical outcomes. From its inception in 1988, PPTI has been a pioneer in protein design and synthesis, creating an extensive portfolio of proprietary biomaterials for use in the development of bioactive devices. These genetically engineered biomaterials are high molecular weight proteins, processed into products with physical and biological characteristics tailored to specific clinical performance requirements. Targeted products include urethral bulking agents for the treatment of stress urinary incontinence, dermal augmentation products for cosmetic and reconstructive surgery, surgical adhesives and sealants, scaffolds for wound healing and tissue engineering, and depots for local drug delivery. To date, PPTI has been issued twenty-six U.S. Patents on its core technology with corresponding issued and pending patents in key international markets. This press release contains forward-looking statements that are based on management's views and expectations. Actual results could differ materially from those expressed here; further, the Company is not obligated to comment specifically on those differences. Risks associated with the Company's activities include raising adequate capital to continue operations, scientific and clinical product development uncertainties, competitive products and approaches, continuing collaborative partnership interest and funding, regulatory testing and approvals, and manufacturing scale-up. The reader is encouraged to refer to the Company's 2004 Annual Report on Form 10-KSB, and other recent filings with the Securities and Exchange Commission, copies of which are available from the Company, to further ascertain the risks associated with the above statements. -----END PRIVACY-ENHANCED MESSAGE-----