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): August 27, 2009
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:
o
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)
o
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 August 27,
2009, the board of directors of VeriChip Corporation, a Delaware corporation
(the “Company”), appointed Scott R. Silverman as the
Company’s chief executive officer. Mr. Silverman will also continue
to serve as the executive chairman of the board of directors of the Company.
On November 12,
2008, R & R Consulting Partners, LLC, or R & R, a holding company owned
and controlled by Mr. Silverman, acquired 5,355,556 shares of the
Company’s common stock from Digital Angel Corporation, or Digital Angel,
in exchange for $750,000. R & R and Mr. Silverman currently own, on a
combined basis, approximately 6.8 million shares of the Company’s
outstanding common stock.
Mr. Silverman,
45, has served as the Company’s executive chairman since December 1,
2008. He previously served as the Company’s acting president from
March 2007 through May 4, 2007, as the Company’s chief
executive officer from December 5, 2006 through July 18, 2008, as
chairman of the Company’s board of directors from March 2003 through
July 18, 2008 and as a member of the Company’s board of directors
from February 2002 through July 18, 2008. On November 12, 2008,
he was again appointed to the Company’s board of directors, to serve as
chairman. He also served as the Company’s chief executive officer from
April 2003 to June 2004. He served as the chairman of the board of
directors of Digital Angel, which was previously the parent of the Company,
from March 2003 through July 3, 2007, and served as chief executive
officer of Digital Angel from March 2003 to December 5, 2006, and as
acting president of Digital Angel from April 2005 to December 5,
2006. Since January 2006, Mr. Silverman has served as the chairman of
Steel Vault Corporation, which is affiliated with the Company.
Mr. Silverman is an attorney licensed to practice in New Jersey and
Pennsylvania.
Besides the
relationships mentioned herein, there are no related party transactions, as
provided for in Item 404(a) of Regulation S-K, in which Mr. Silverman
had or will have a direct or indirect material interest.
On August 27,
2009, the Company announced Mr. Silverman’s appointment as chief
executive officer. A copy of the press release is being furnished as
Exhibit 99.1 attached hereto.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press Release of VeriChip Corporation dated
August 27, 2009
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