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Attachment 1

f8k102809_advnano.htm


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):  October 28, 2009

ADVANCE NANOTECH, INC.
(Exact name of registrant as specified in its charter)
 
  Delaware
 
  000-10065
 
  20-1614256
 (State or other jurisdiction of incorporation)
 
  (Commission File Number)
 
 (I.R.S. Employer Identification No.)
 
400 Rella Blvd, Suite 160, Montebello, NY
 
10901
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (845) 533-4225

Not Applicable
(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))
 
 
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
            
Effective October 28, 2009, Joseph M. Zappulla resigned as director of the Company for personal reasons.  Mr. Zappulla was also a member of the Compensation Committee and Chair of the Audit Committee.  Mr. Zappulla’s resignation is not the result of any disagreement between him and the Company on any matter relating to the Company’s operations, policies or practices.

The Company’s Board of Directors and its Chief Executive Officer, Bret Bader, expressed the Company's gratitude to Mr. Zappulla for his service to the Company. 
 
 
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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 hereunto duly authorized.
 

ADVANCE NANOTECH, INC.

By:   /s/ Thomas P. Finn                                                                                              
Name:  Thomas P. Finn
Title:    Chief Financial Officer & Secretary
Dated:  November 3, 2009

 
 
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