Verichip Corp - Current report filing (8-K)
12 7월 2008 - 4:09AM
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): July 9, 2008
VERICHIP CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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001-33297
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06-1637809
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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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1690 SOUTH CONGRESS AVENUE,
SUITE 200
DELRAY BEACH, FLORIDA
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33445
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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:
561-805-8008
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(Former name or former address if changed since last report.)
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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:
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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 Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On
May 15, 2008, VeriChip Corporation (the “Company”) entered
into a Separation Agreement (the “Separation Agreement”) with Scott
R. Silverman, its Chairman and Chief Executive Officer. On July 9, 2008,
the Company and Mr. Silverman entered into an Amendment to the Separation
Agreement (the “Amendment”). The Amendment extends the date, under
Section I.C. of the Agreement, that Mr. Silverman may receive payments for a strategic transaction involving the VeriMed business
or the Company from July 15, 2008 to July 31, 2008.
Item 7.01 Regulation FD Disclosure.
On July 9, 2008, a
lawsuit was served on the Company by Jerome C. Artigliere, a former
executive of the Companys stockholder, Digital Angel
Corporation. The lawsuit, which also names Digital Angel Corporation, alleges that Mr. Artigliere holds
options to acquire shares of common stock of the Company and that he has been
denied the right to exercise those options. The complaint seeks damages,
including injunctive relief related to the upcoming special meeting of Company
stockholders. The Company believes the complaint includes inaccuracies, is without merit and intends to defend the
lawsuit.
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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.
VeriChip Corporation
Date: July 11, 2008
/s/ William J.
Caragol
William
J. Caragol
President and Chief Financial Officer
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