Unassociated Document
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): December
15, 2008
Aprecia,
Inc.
(Exact Name of Registrant as Specified
in Charter)
Delaware
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000-51968
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20-4378866
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(State or
Other
Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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1177 High Ridge Road, Stamford,
CT
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06905
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(Address of Principal Executive
Offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (203)
321-1285
(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:
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))
SECTION 2. Financial
Information
None
SECTION 3. Securities and Trading
Markets
None
SECTION 4. Matters Related to
Accountants and Financial Statements
None
SECTION 5. Corporate Governance
and Management
Item. 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective December 15, 2008, the
Company’s Board of Directors accepted the resignation of Isidore Sobkowski as a
director and as the Company’s President and Chief Executive Officer and Interim
Chief Financial Officer; Mr. Sobkowski resigned in order to pursue other interests and
not as a result of any disagreement between himself and the
Company.
Also effective December
15, 2008, the Board of Directors
of the
Company appointed
Mr. Isaac
(Yitzachak) On to serve as the Company’s
President and Chief Executive Officer and as a Director. Following Mr. On’s
appointment, Mr. Sol Lax tendered his resignation as a director of the Company,
which resignation was accepted on behalf of the Company by Mr. On, effective as
of the end of business on Friday, December 19, 2008.
SECTION 6.
[Reserved]
N/A.
SECTION 7. Regulation
FD
Item 7.01
Regulation FD Disclosure
Except for the historical information
presented in this document, the matters discussed in this Form 8-K, or otherwise
incorporated by reference into this document, contain "forward-looking
statements" (as such term is defined in the Private Securities Litigation Reform
Act of 1995). These statements are identified by the use of forward-looking
terminology such as "believes", "plans", "intend", "scheduled", "potential",
"continue", "estimates", "hopes", "goal", "objective", expects", "may", "will",
"should" or "anticipates" or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. The safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933,
as amended, apply to forward-looking statements made by the Registrant. The
reader is cautioned that no statements contained in this Form 8-K should be
construed as a guarantee or assurance of future performance or results. These
forward-looking statements involve risks and uncertainties, including those
identified within this Form 8-K. The actual results that the Registrant achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. These forward-looking statements are based on current
expectations, and the Registrant assumes no obligation to update this
information. Readers are urged to carefully review and consider the various
disclosures made by the Registrant in this Form 8-K and in the Registrant's
other reports filed with the Securities and Exchange Commission that attempt to
advise interested parties of the risks and factors that may affect the
Registrant's business.
Note: Information in this report
furnished pursuant to Item 7 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that section. The information in this current
report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended. The furnishing of the
information in this current report is not intended to, and does not, constitute
a representation that such furnishing is required by Regulation FD or that the
information this current report contains is material investor information that
is not otherwise publicly available.
SECTION 8. Other
Events
N/A
SECTION 9. Financial Statements
and Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 18th day of December,
2008.
Aprecia,
Inc. |
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By: |
/s/
Sol
Lax
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Director and authorized
Signatory
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