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): January 30, 2006
IMMTECH INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 8733 39-1523370
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation)
150 Fairway Drive, Suite 150, Vernon Hills, Illinois 60061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 573-0033
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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| 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))
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Immtech International (the "Company") announced that Eric L. (Rick)
Sorkin, age 46, a member of the Company's Board of Directors since 2000 as well
as a member of its Audit and Compensation Committees, has been named Chief
Executive Officer. Mr. Sorkin brings to the Company over 25 years of experience
in making and managing investments, with particular emphasis on acquisitions,
negotiations and finance structuring. He was employed for 11 years with Dean
Witter, which is now a subsidiary of Morgan Stanley, where, from an entry level
position as an analyst, he became a Managing Director within six years, and
contributed to the building of the firm's investment portfolio with an asset
value in excess of $3 billion. Mr. Sorkin has been a private equity investor in
the U.S. and in China since 1993.
As a result of being named Chief Executive Officer, Mr. Sorkin will
no longer serve on the Audit and Compensation Committees of the Board of
Directors. Mr. Sorkin will receive no salary while he serves as Chief Executive
Officer. Since Mr. Sorkin will not receive a salary while he serves as Chief
Executive Officer, Mr. Sorkin will continue to receive the annual option grants
payable to non-employee directors of the Company, excluding those for committee
service which will be pro-rated reflecting service through January 24, 2006.
With respect to his 2006 service on the Board of Directors, Mr. Sorkin was
granted 20,834 options to purchase shares of Company common stock on January 25,
2006. Compensation guidelines for Company directors are set forth in greater
detail in the Company's 2005 definitive proxy statement filed with the SEC on
November 16, 2005.
T. Stephen Thompson will continue as the Company's President in
charge of operations, a position he has held since November 27, 1991. Mr.
Thompson has over 25 years experience in healthcare, with previous positions
including five years at Amersham Corporation where he attained the title of
President and Chief Executive Officer responsible for Amersham Corporation's
four North American divisions and its UK Clinical Reagent (in vitro diagnostic)
Division and five years at Abbott Laboratories where he attained the position of
General Manager of the Infectious Disease and Immunology Business Unit in the
Diagnostic Division.
A copy of the press release, dated January 24, 2006, announcing the
events disclosed in Item 5.02 of this Form 8-K is furnished as Exhibit 99.1
hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On January 27, 2006, the Board of Directors approved an amendment
and restatement of the Company's bylaws. A description of the material changes
to the Company's bylaws is set forth below:
Bylaws.
1. Article II, Section 12 is added to provide a procedure for
stockholder proposals,
2. Article III, Sections 13, 14 and 15 are added to create the
office of Chairperson of the Company's Board of Directors and certain other
Board offices,
3. Article IV, Sections 6 and 7, and as appropriate throughout the
text in conformity with revised Sections 6 and 7, are amended and added,
respectively, to reflect that the offices of Chief Executive Officer and
President may be held by two persons rather than one. Section 6 is amended to
describe the duties of the Chief Executive Officer and new Section 7 is added to
describe the duties of the President. Sections previously numbered 7 through 11
are renumbered, in order, as Sections 8 through 12.
The amended bylaws are effective as of January 30, 2006 and are
filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
The following independent members of the Company's board of
directors are appointed to the following Board committees to replace Mr. Sorkin.
1. Audit Committee. Levi H.K. Lee, M.D., a Director since October
31, 2003, and member of the Nominating Committee, will join the Company's Audit
Committee. Ms. Judy Lau will succeed Mr. Sorkin as Chair of the Audit Committee.
None of Dr. Lee, Dr. Colten or Ms. Lau is an audit committee
financial expert and the Company expects that the Audit Committee will not have
a financial expert until such time as it recruits a new independent board member
with such expertise who will serve as the Audit Committee financial expert. The
Audit Committee is now comprised of Judy Lau (Chair), Harvey R. Colten, M.D. and
Levi Lee, M.D.
2. Compensation Committee. Harvey R. Colten, M.D., a Director since
October 30, 2000, chair of the Nominating Committee and member of the Audit
Committee, will join the Company's Compensation Committee. The Compensation
Committee is now comprised of Frederick W. Wackerle (Chair), Judy Lau and Harvey
R. Colten, M.D.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
The following exhibits are filed or furnished as part of this
Report:
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Exhibit Number Description
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3.1 Amended and Restated Bylaws, effective as of January 30, 2006
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99.1 Press Release of the Company dated January 24, 2006 appointing
Eric L. (Rick) Sorkin Chief Executive Officer of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
IMMTECH INTERNATIONAL, INC.
Date: January 30, 2006 By: /s/Eric L. Sorkin
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Eric L. Sorkin
Chief Executive Officer