-----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, Mq7iTWo5Hu9zXWIcjmTfjeVFJgW4eycDmW9Mg52Fv4onhNGzJwBWH5CovhqxddFk Gu/7SyAlNeTyiovzeoI94w== 0000950120-07-000155.txt : 20070226 0000950120-07-000155.hdr.sgml : 20070226 20070223180942 ACCESSION NUMBER: 0000950120-07-000155 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070216 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: 20070226 DATE AS OF CHANGE: 20070223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOSPECIFICS TECHNOLOGIES CORP CENTRAL INDEX KEY: 0000875622 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 113054851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19879 FILM NUMBER: 07647119 BUSINESS ADDRESS: STREET 1: 35 WILBUR ST CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: 5165937000 MAIL ADDRESS: STREET 1: 35 WILBUR STREET CITY: LYNBROOK STATE: NY ZIP: 11563 8-K 1 bio8k.htm BIOSPECIFICS TECHNOLOGIES CORP. FORM 8-K BioSpecifics Technologies Corp. Form 8-K
 
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):  February 16, 2007


BIOSPECIFICS TECHNOLOGIES CORP.
(Exact name of registrant as specified in its charter)

 
Delaware
0-19879
11-3054851
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
 
35 Wilbur Street
Lynbrook, NY  11563
(Address of Principal Executive Office) (Zip Code)

516.593.7000
(Registrant's telephone number, including area code)
 


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.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))
 

 
Introductory Comment

Throughout this Current Report on Form 8-K, the terms “we,” “us,” “our” and “Company” refer to BioSpecifics Technologies Corp.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February 16, 2007, Edwin H. Wegman, our Chief Executive Officer and Chairman of the Board of Directors (the “Board”), passed away. On February 20, 2007, our Board appointed Thomas L. Wegman, our President and son of Edwin H. Wegman, to also act as our Principal Executive Officer. As of the date of this filing, the Board has not appointed a new Chief Executive Officer.

We issued a press release on February 20, 2007, announcing the passing of Edwin H. Wegman and the assumption of all executive responsibilities of the Company by Thomas L. Wegman, which is attached hereto as Exhibit 99.1.

On February 20, 2007 at a special meeting of the Board, the Board, out of generosity and affection, approved the payment to Toby Wegman, the wife of Edwin H. Wegman, our former Chairman and Chief Executive Officer, of a death benefit to recognize and honor Edwin H. Wegman’s past service to the Company, in an amount equal to the salary that Edwin H. Wegman would have received for a one year period commencing on February 20, 2007, payable on the same semi-monthly basis. In addition, the Board approved the continuation of spousal health benefits for Toby Wegman for a one year period commencing February 20, 2007, at the Company’s expense.

On February 20, 2007 at a special meeting of the Board, the Board approved a modification of the terms of the grant to Thomas L. Wegman of options to purchase 1,000 shares of the Company. The options were granted to Thomas L. Wegman on February 26, 1997 under the Company’s 1993 Stock Option Plan (filed with the SEC as Exhibit 10.2 of the Company’s Form S-8 on July 27, 1995) and will expire on February 26, 2007. The Board granted Thomas L. Wegman the right, either to (1) extend the exercise date of the options for six months, until August 26, 2007 or (2) terminate the options in exchange for a payment of the difference between the strike price of $3.875 and the trading price at the close of business on the date of termination. On February 22, 2007, Thomas L. Wegman elected to extend the exercise date of his options for six months.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
 
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
 
(d) Exhibits
 
99.1 Press Release, dated February 20, 2007.
 
2


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
     
 
   
Date: February 23, 2007
 
 
BIOSPECIFICS TECHNOLOGIES CORP.
——————————————————
(Registrant)
 
 
/s/ Thomas L. Wegman
 
 
——————————————————
Thomas L. Wegman
President
 
 

3

 
EXHIBIT INDEX
 
 
Exhibit No.
 
 
Description
 
99.1
 
 
4

EX-99.1 2 exhibit99_1.htm EXHIBIT 99.1 - PRESS RELEASE, DATED FEBRUARY 20, 2007 Exhibit 99.1 - Press Release, dated February 20, 2007
Exibit 99.1
 
BioSpecifics Technologies Corp. Mourns Death of Chairman and CEO Edwin H. Wegman.
 
LYNBROOK, N.Y.— BioSpecifics Technologies Corp. (“BTC”), is saddened to announce the death of its Founder, Chairman and Chief Executive Officer Edwin H. Wegman, who passed away on February 16, 2007 at age 87. Thomas L. Wegman, President of BTC has assumed all executive responsibilities.

“I am deeply saddened by my Dad’s death,” said Thomas L. Wegman. “Those who knew my Dad respected him tremendously as a true visionary, an entrepreneur, a man who strongly believed both in his product and the company he founded. Edwin H. Wegman started Advance Biofactures Corp., the wholly-owned subsidiary of BTC, in 1957. All of us at BTC mourn his passing,”

BTC is a biopharmaceutical company that has manufactured the active pharmaceutical ingredient used in a Food and Drug Administration licensed collagenase ointment that has been marketed for over 30 years. As a result of its research and development efforts BTC has also developed an injectable collagenase for treatment of various diseases or indications. BTC has a development and license agreement with Auxilium Pharmaceuticals, Inc. (“Auxilum”) for injectable collagenase for clinical indications in Dupuytren’s disease, Peyronies’s disease and frozen shoulder (adhesive capsulitis). Auxlium also has an option to acquire additional indications that BTC may pursue, including cellulite and lipomas.


Edwin H. Wegman is survived by his wife, Toby, and his two sons, Mark and Thomas.

For More Information: Lawrence Dobroff, CFO
BioSpecifics Technologies Corp
516-593-7000
ldobroff@biospecifics.com
 
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