Matritech Inc/DE/ - Current report filing (8-K)
December 12 2007 - 11:46AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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 7,
2007
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12128
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04-2985132
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer Identification No.)
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of
incorporation)
|
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330
Nevada Street, Newton, Massachusetts
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02460
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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)
(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
1.01 Entry into a Material Definitive Agreement.
On
December 11, 2007, Matritech (the “Company”) entered into an engagement letter
with Verdolino & Lowey P.C., pursuant to which the Company engaged Verdolino
& Lowey to assist it with planning and preparation for liquidation and
dissolution of the Company, and after stockholder approval of the sale of
substantially all the Company’s assets to Inverness Medical Innovations, Inc.,
the closing of the asset sale and stockholder approval of the dissolution,
to
perform services necessary or convenient in connection with the liquidation
and
dissolution. The liquidation and dissolution services are expected to
include payment of the Company
’
s obligations
and
distribution of all remaining funds to common stockholders, accounting
services, records retention, and employee benefit
management. The engagement letter also provides for Craig R. Jalbert,
a principal at Verdolino & Lowey, to be elected by the Company’s Board of
Directors to serve as President of the Company and in other officer positions
following the termination of employment of current executive officers of the
Company during the liquidation and dissolution process. Verdolino
& Lowey and Mr. Jalbert will report to the Board of Directors of the
Company.
On
December 11, 2007, the Company also entered into an indemnification agreement
with Verdolino & Lowey P.C., pursuant to which the Company agreed to provide
Mr. Jalbert with the full benefits of provisions of Article Twelfth of the
Company’s Amended and Restated Certificate of Incorporation to indemnify him for
his actions as an officer of the Company and to indemnify Verdolino & Lowey
P.C. for losses, claims, damages and liabilities resulting from claims and
proceedings that are related to the performance of services under the engagement
letter.
Copies
of
the engagement letter and indemnification agreement are attached hereto as
Exhibits 10.1 and 10.2, respectively, and are hereby incorporated by
reference. The description of the foregoing documents contained in
this Current Report on Form 8-K are qualified in their entirety by reference
to
such documents.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
December 7, 2007, the Board of Directors of the Company approved a Second
Amended Non-Disclosure and Inventions Agreement between the Company and Stephen
D. Chubb, the Company’s Chief Executive Officer (the “Second Amended
Non-Disclosure Agreement”). Under the Second Amended Non-Disclosure
Agreement, Mr. Chubb’s non-compete period will end one year after (a) Mr. Chubb
has no longer has an employment relationship with the Company and (b) the
Company is not an operating company (after it has sold substantially all its
assets), even if Mr. Chubb remains a member of the Company’s Board of
Directors. A copy of the Second Amended Non-Disclosure Agreement is
attached hereto as Exhibit 10.3 and is hereby incorporated by
reference. The description of the foregoing document contained in
this Current Report on Form 8-K is qualified in its entirety by reference to
such document.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Engagement
letter dated December 7, 2007 by and between Matritech, Inc. and
Verdolino
& Lowey, P.C.
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10.2
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Indemnification
Agreement dated December 7, 2007 by and between Matritech, Inc. and
Verdolino & Lowey, P.C.
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10.3
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Second
Amended Non-Disclosure and Inventions Agreement, by and between the
Company and Stephen D. Chubb, dated December 7,
2007
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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.
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MATRITECH,
INC.
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By:
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/s/ Stephen
D.
Chubb
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Name:
Stephen D. Chubb
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Title: Chief
Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
|
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10.1
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Engagement
letter dated December 7, 2007 by and between Matritech, Inc. and
Verdolino
& Lowey, P.C.
|
|
|
|
|
10.2
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Indemnification
Agreement dated December 7, 2007 by and between Matritech, Inc. and
Verdolino & Lowey, P.C.
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|
|
|
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10.3
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Second
Amended Non-Disclosure and Inventions Agreement, by and between the
Company and Stephen D. Chubb, dated December 7,
2007
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