Dyadic International Inc (Other) (8-K)
24 9월 2007 - 8:37PM
Edgar (US Regulatory)
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):
September 20,
2007
Dyadic
International, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
333-102629
45-0486747
(State
or
other jurisdiction of incorporation)
(Commission
File Number)
(IRS
Employer Identification No.)
140
Intracoastal Pointe Drive, Suite 404
Jupiter, Florida
33477
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code:
(561)
743-8333
(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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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)
|
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o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
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o
|
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 Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On
September 20, 2007, a special committee (the "
Special
Committee
")
of the
board of directors (the "
Board
")
of
Dyadic International, Inc. (the "
Company
"),
acting upon the recommendation of the audit committee (the "
Audit
Committee
")
of the
Board, authorized the termination for cause by the Company of the employment
of
Mark A. Emalfarb as the Company's Chief Executive Officer and President under
his employment agreement dated as of April 1, 2001, as amended by the first
amendment to employment agreement dated as of March 16, 2006. This termination
was effectuated on September 24, 2007. Mr. Emalfarb previously terminated
his
voluntary leave of absence from the Board on September 5, 2007, and remains
a
director of the Company, although the Company now has requested that Mr.
Emalfarb voluntarily resign from the Board immediately.
The
Company’s action was taken based upon initial information discovered by
management and after an independent investigation was conducted at the
direction, and under the supervision, of the Audit Committee (the "
Investigation
").
The
Investigation, carried out by independent legal counsel, revealed that
Mr. Emalfarb had willfully concealed facts relating to material operational
and financial improprieties at the Company's Asian subsidiaries.
The
Special Committee determined, based on the Investigation, that (i) there
were no
improprieties on the part of any other member of the Company's current active
management; and (ii) current active management had made appropriate inquiry
regarding the Asian subsidiaries. Therefore, the current senior management
consisting of Wayne Moor, interim Chief Executive Officer, Dr. Glenn E. Nedwin,
the Company’s Chief Scientific Officer and interim President, Lisa De La Pointe,
interim Chief Financial Officer, and Alexander (Sasha) Bondar, Vice President,
Strategy & Corporate Development, continue to serve as senior management of
the Company.
On
September 7, 2007,
Harry
Z.
Rosengart
was
elected as Chairman of the Board, replacing Mr. Emalfarb who had previously
been
on a leave of absence. Mr. Rosengart
has
been
on the Board since April 2005.
Item
8.01. Other Events
.
As
reported in the Company's previously filed Current Reports on Form 8-K dated
April 23, 2007 and May 17, 2007, the Company became aware of material
operational and financial improprieties at its Asian subsidiaries, through
which
its Hong Kong and mainland China operations were conducted, following the
death
of the managing director of its Asian subsidiaries. As a result of
the
completion of the Investigation
into
the
operations of the Company's Asian subsidiaries, it has been concluded that
the
Asian subsidiaries' largest purported customer was secretly controlled by
the
Asian subsidiaries' management, including the deceased managing director.
It was
determined, among other things, that this purported customer purchased products
from the Company's Asian subsidiaries which the purported customer subsequently
re-sold on a cash basis to businesses in mainland China, apparently allowing
certain of these businesses to avoid Chinese reporting and VAT requirements.
The
Investigation revealed that former management of the Company and the management
of the Asian subsidiaries had willfully concealed facts relating to these
material operational and financial improprieties by the Company's Asian
subsidiaries.
The
Company has abandoned its Asian operations because of its concerns over these
material operational and financial improprieties.
As
previously reported, the Company's financial statements, including those
contained in its Annual Report on Form 10-KSB, as previously filed with the
Securities and Exchange Commission (the "SEC"), should not be relied upon.
The
Company is currently in the process of determining the proper accounting
treatment to record the effect of abandoning the Asian operations and to
be able
to issue its Quarterly Reports on Form 10-QSB for the quarters ended March
31,
June 30 and September 30, 2007, although there can be no assurances in this
regard as to the timing of or the Company's ability to achieve same.
The
Company has had discussions and shared the foregoing information with the
SEC’s
Miami Division of Enforcement.
Item
9.01. Financial Statements and Exhibits.
(c)
The
following exhibit is filed with this report:
|
Exhibit
Number
|
Description
of Exhibit
|
|
99.1
|
Press
Release of Dyadic International, Inc. dated September 24
,
2007
|
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.
DYADIC
INTERNATIONAL, INC.
Date:
September 24,
2007
By:
/s/
Lisa De La Pointe
___
Name:
Lisa
De La Pointe
|
|
Title:
|
Interim
Chief Financial Officer
|
Index
to Exhibits
|
Exhibit
Number
|
Description
of Exhibit
|
|
99.1
|
Press
Release of Dyadic International, Inc. dated September 24
,
2007
|
Dyadic (AMEX:DIL)
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