-----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, TXnIEfVrlwNiknu4eu7CmqLvrVdHhHq5l5iDSm+xtAuyHp1tu/grke+U1eCxKIB8 xIdfs/WaAaGYfDb7Z70crA== 0001116679-05-001280.txt : 20050428 0001116679-05-001280.hdr.sgml : 20050428 20050428164310 ACCESSION NUMBER: 0001116679-05-001280 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050422 ITEM INFORMATION: Entry into a Material Definitive Agreement 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: 20050428 DATE AS OF CHANGE: 20050428 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: 05781195 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 ppt8k-042905.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): April 22, 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 1.01. Entry into a Material Definitive Agreement. On April 22, 2005, at a meeting of the Board of Directors, the Board of Directors resolved that Mr. William N. Plamondon III, the Registrant's recently appointed Chief Executive Officer, would receive a warrant entitling him to purchase an aggregate of 2,000,000 shares of the Registrant's common stock at an exercise price equal to the market price of the Registrant's common stock at the close of the market on the date of the grant, $0.67 per share. The warrants are immediately exercisable and expire three years after the date of the grant. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. At the same meeting as described in Item 1.01 to this Current Report on Form 8-K, the Board of Directors of the Registrant elected James B. McCarthy to the Registrant's Board. Mr. McCarthy was appointed at the same meeting to serve as a member of the Stock Option and Compensation Committee of Board of Directors. On April 25, 2005, the Registrant issued a press release announcing the election. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (c) Exhibits. 99.1 Press Release of Protein Polymer Technologies, Inc. dated April 25, 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 28, 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 25, 2005 EX-99 2 ex99-1.txt EX. 9.1: PRESS RELEASE Exhibit 99.1 FOR IMMEDIATE RELEASE MEDIA CONTACT: Erin Davis Director of Communications and Investor Relations (858)558-6064 x120 edavis@ppti.com PROTEIN POLYMER TECHNOLOGIES NAMES JAMES B. MCCARTHY TO BOARD OF DIRECTORS SAN DIEGO, April 25, 2005 -- Protein Polymer Technologies, Inc. (OTC BB: PPTI), announced today that James B. McCarthy, M.B.A., J.D. has been elected to its Board of Directors. Having recently selected a new CEO, PPTI is expanding the Board of Directors. "James McCarthy brings over 30 years of global experience in the healthcare, medical device, and biotech manufacturing fields to our company," said William N. Plamondon, PPTI's newly appointed CEO. "His expertise in planning and analysis will prove to be a great asset to our Board." McCarthy is Chairman and Chief Executive Officer of Gemini Consulting Group, Inc., Oak Brook, IL., a company specializing in the development of hospitals and specialty medical facilities in both the U.S. and overseas. He has also held senior management positions for a Chicago-based health care consulting company, a medical device manufacturing company, and the Medical Products Division of 3M Company. McCarthy has a BA from the University of Notre Dame, a J.D. from Loyola University School of Law, and an MBA from the Keller Graduate School of Management. He sits on several boards including Wintrust Financial Corporation, Lake Forest, IL. (NASDAQ, WTFC), and Sirigen, Inc., Santa Barbara, CA. "I am delighted to be joining the Board of Protein Polymer Technologies", said McCarthy. "I look forward to working with the Board and Management on the expansion and ongoing development of the company's exciting technologies and products." 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-----