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Attachment 1
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: (November 13, 2008) November 19, 2008
INNOVATIVE
CARD TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
000-51260
|
90-0249676
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
633
West Fifth Avenue, Suite 2600
Los
Angeles, California, 90071
(Address
of principal executive offices, Zip Code)
(213)
223-2142
(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:
| 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))
|
CURRENT
REPORT ON FORM 8-K
INNOVATIVE
CARD TECHNOLOGIES, INC.
November
19, 2008
| Item 5.02. |
Departure
of Director or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
September 17, 2007, Mr. Delcarson entered into a 1 year employment agreement
to
serve as Chief Executive Officer of Innovative Card Technologies, Inc.
(“Company”). On November 13, 2008, as a result of not being able to reach an
agreement to extend Mr. Delcarson’s employment, the board voted unanimously to
appoint one of its former directors, Richard J. Nathan, to succeed Mr. Delcarson
to the position of Chief Executive Officer. The board also appointed Mr. Nathan
to serve on the Company’s board of directors until the next annual meeting of
the shareholders or until such time as he resigns.
Mr.
Richard J. Nathan previously served as a director of the Company from December
2007 to September 29, 2008. Mr. Nathan founded JigSaw Tek, Inc. in
May 2001, where he served as the Chief Executive Officer until 2005. The
company marketed high-end, integrated-circuit packaging solutions using
proprietary, patent-pending embedded silicon technology. Since that time,
Mr. Nathan has pursued personal and professional interests and investments
in various technology industries. Mr. Nathan attended Denver University and
majored in physics. He also attended Adelphi University and completed numerous
graduate and undergraduate courses in various science and business disciplines.
He has authored or co-authored eight U.S. patents.
As
of the
date of this report, the Company and Mr. Nathan are negotiating the terms of
his
employment agreement. The Company anticipates a written employment agreement
including salary level, bonus participation and a stock option grant will be
entered into with 60 days hereof. Notwithstanding, Mr. Nathan’s official start
date is November 17, 2008 the day on which he assumed the responsibilities
of
CEO and a director. The Company has agreed that any salary or options granted
pursuant to an employment agreement will have a commencement, grant and vesting
date, if any, of November 17, 2008 and an exercise price of $0.10 per share
reflecting the closing price of the Company’s common stock on such date. It is
also anticipated that Mr. Nathan’s employment will be “At-Will.”
Upon
entering into a formal employment agreement, the Company will file such
employment agreement as an amendment to this current report on Form 8-K as
required.
| Item 8.01 |
Other
Events
|
On
November 19, 2008, the Company issued a press release announcing the appointment
of Mr. Richard Nathan to serve on the Company’s board of directors. Mr. Nathan
was also appointed to serve as the Company’s Chief Executive Officer and
President. A copy of the press release is attached to this report as Exhibit
99.1.
| Item 9.01 |
Financial
Statement and Exhibits.
|
|
Exhibit
Number
|
|
Description
|
|
99.1
|
Press
Release Dated November 19, 2008
|
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 thereunto
duly authorized.
|
INNOVATIVE
CARD TECHNOLOGIES, INC.
|
||
|
|
|
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Date:
November 19, 2008
|
By:
|
/s/
Richard Nathan
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|
Richard
Nathan
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||
|
Chief
Executive Officer
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||