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 5, 2013 (August 31, 2013)
ENCISION INC.
(Exact name of registrant as specified in its charter)
Colorado |
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001-11789 |
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84-1162056 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
6797 Winchester Circle, Boulder, Colorado |
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80301 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (303) 444-2600
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 3, 2013, Encision Inc. (the Company) issued a press release announcing that Fred F. Perner, 59, the Companys Chief Executive Officer died unexpectedly on August 31 from an apparent heart attack.
The Company also announced that the Companys board of directors had voted, effective as of September 3, 2013, to appoint Pat Pace, M.D., an existing member of the board and the Companys current board chairman, as Executive Chairman of the board of directors. In this role, Mr. Pace will provide additional resources and support to the Companys management team on an interim transitional basis while the board searches for a new CEO.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release, dated September 3, 2013
Exhibit 99.1
September 3, 2013
Encision Announces Death of Chief Executive Officer Fred F. Perner
Boulder, Colorado, September 3, 2013 Encision Inc. (ECIA:PK) announced today that Fred F. Perner, 59, its Chief Executive Officer died unexpectedly on August 31 from an apparent heart attack.
Mr. Perner joined Encision in September 2011 as its Chief Executive Officer. He had over 30 years of experience in healthcare, including many years of experience in electrosurgery and endoscopy technologies. He held B.S. and M.B.A. degrees from Indiana University and a law degree from the University of Denver.
To maintain continuity in the oversight of the Chief Executive Officers functions, the Board of Directors voted, effective today, to appoint Pat Pace, M.D. the companys Chairman, as Executive Chairman of the Board of Directors. Dr. Pace is an Advisor to EDG Partners, a healthcare focused private equity firm. Dr. Paces background includes over 10 years of financial experience in the healthcare sector. From 2009 to 2011, he was a Managing Director at Citadel Securities, where he was part of the inaugural team that helped launch the firms investment banking and credit sales and trading efforts. In this capacity, he provided credit analysis for the healthcare sector. From 2006 to 2009, he was a Vice President at AIG Investments, where he focused on healthcare investments in the high yield bond market. From 2001 to 2006, Dr. Pace held various positions at UBS, including serving as Senior Analyst in equity research covering the medical device sector from 2003 to 2006. Dr. Pace also serves as Chairman of the board of directors for Nanospectra Biosciences, Inc., a privately held medical device company. Dr. Pace holds an M.D. from the University of Texas Medical School - Houston and a B.A. (Honors in Psychology) from Vanderbilt University.
Freds leadership, energy, and vision that he dedicated to helping save patients lives will be severely missed, said Encisions Executive Chairman, Dr. Pace. Fred had a vast knowledge of the medical device field, as well as friends and colleagues across the healthcare universe who were always eager to work with him. Our thoughts and prayers are with his wife and children.
Encision Inc. designs, develops, manufactures and markets innovative surgical devices that allow surgeons to optimize technique and patient safety during a broad range of surgical procedures. Based in Boulder, Colorado, the Company pioneered the development of patented AEM® Laparoscopic Instruments to improve electrosurgery and reduce the chance for patient injury in minimally invasive surgery.
In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that statements in this press release and elsewhere that look forward in time, which include everything other than historical information, involve risks and uncertainties that may cause actual results to differ materially from those indicated by the forward-looking statements. Factors that could cause the Companys actual results to differ materially include, among others, its ability to increase net sales through the Companys distribution channels, its ability to compete successfully against other manufacturers of surgical instruments, insufficient quantity of new account conversions, insufficient cash to fund operations, delay in developing new products and receiving FDA approval for such new products and other factors discussed in the Companys filings with the Securities and Exchange Commission. Readers are encouraged to review the risk factors and other disclosures appearing in the Companys Annual Report on Form 10-K for the year ended March 31, 2013 and subsequent filings with the Securities and Exchange Commission. We do not undertake any obligation to update publicly any forward-looking statements, whether as a result of the receipt of new information, future events, or otherwise.
CONTACT: Mala Ray, Encision Inc., 303-444-2600, mray@encision.com
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