- Current report filing (8-K)
30 Abril 2010 - 5:36PM
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):
April 29,
2010
Interleukin
Genetics, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State or
Other Jurisdiction of Incorporation)
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001-32715
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94-3123681
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(Commission
File Number)
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(IRS
Employer Identification No.)
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135
Beaver Street Waltham, MA
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02452
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781)
398-0700
(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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS.
(b)
On
April 29, 2010, Kenneth S. Kornman, DDS, PhD, the President and Chief Scientific
Officer of Interleukin Genetics, Inc. (the “Company”) resigned from the Board of
Directors of the Company effective immediately prior to the election of William
C. Mills III as a director as described below. Dr. Kornman will
continue to serve as the Company’s President and Chief Scientific
Officer.
(d)
On
April 29, 2010, William C. Mills III was elected to fill the vacancy created by
Dr. Kornman’s resignation as a Class I director of the Company. In
addition, Mr. Mills was appointed to serve as the Chair of the Compensation
Committee and as a member of the Audit Committee.
Mr. Mills
is currently an independent venture capitalist with over 29 years of experience
within the venture capital community. He is currently a member of the Board of
Managers of Ascension Health Ventures, as well as a number of corporate boards
and advisory boards. Mr. Mills was a managing member of a management company
conceived by EGS Healthcare Capital Partners to manage EGS Private Healthcare
Partnership III. Previously, Mr. Mills served as Partner with private equity and
venture capital firm Advent International in Boston. While at Advent, he was
co-responsible for healthcare venture capital investments within the medical
technology and biopharmaceutical sectors. Prior to joining Advent International,
Mr. Mills was General Partner at The Venture Capital Fund of New England and was
with PaineWebber Ventures/Ampersand Ventures as a Managing General
Partner.
Mr. Mills
will be entitled to receive compensation for his service as a director in
accordance with the following policy for compensating non-employee directors who
are also not Series A directors, which policy was amended by the Board on April
29, 2010:
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for
service as a director, an annual retainer of
$20,000;
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for
service as the chair of a committee, an annual retainer of
$7,500;
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for
service as a non-chair member of a committee, an annual retainer of
$5,000;
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for
each Board or committee meeting attended in person, by teleconference or
by video, $1,500; and
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upon
initial election or appointment to the Board, a grant of an option to
purchase 15,000 shares of common stock at an exercise price equal to the
closing price of the common stock on the date of grant, with such option
to vest in four equal annual installments on each of the first four
anniversaries of the grant date.
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Pursuant
to this policy, on April 29, 2010, Mr. Mills was granted an option to purchase
15,000 shares of the Company’s common stock at an exercise price of $0.67 per
share, the closing price of the common stock as reported on the NYSE Amex on
April 29, 2010. The option will vest as to 25% of the shares on each
of April 29, 2011, April 29, 2012, April 29, 2013 and April 29,
2014.
There are
no arrangements or understandings between the Company and any other person
pursuant to which Mr. Mills was elected as a director, nor are there any
transactions between Mr. Mills and the Company in which he has a direct or
indirect material interest that the Company is required to report pursuant to
the rules and regulations of the Securities and Exchange
Commission.
A copy of
the Company’s press release, dated April 30, 2010, announcing the election of
Mr. Mills is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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99.1
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Press
Release dated April 30, 2010.
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SIGNATURE
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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Interleukin
Genetics, Inc.
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(Registrant)
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Date:
April 30, 2010
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/s/
ELIOT M. LURIER
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Eliot
M. Lurier
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Chief
Financial Officer
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(Signature)
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