-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CUuoBq+yS8G7s+nDaeZZnrKr5kg93zUe0zaQ7E08SaHW4PoGUiHwD6wBlmMZOgoY sjMGFcNZAZeCHndTkOMXiA== 0001144204-05-020858.txt : 20050707 0001144204-05-020858.hdr.sgml : 20050707 20050707132206 ACCESSION NUMBER: 0001144204-05-020858 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050707 ITEM INFORMATION: Termination of a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050707 DATE AS OF CHANGE: 20050707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORAGENICS INC CENTRAL INDEX KEY: 0001174940 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 593410522 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32188 FILM NUMBER: 05942894 BUSINESS ADDRESS: STREET 1: 12085 RESEARCH DRIVE CITY: ALACHUA STATE: FL ZIP: 32615 BUSINESS PHONE: 3864184018 MAIL ADDRESS: STREET 1: 12085 RESEARCH DRIVE CITY: ALACHUA STATE: FL ZIP: 32615 8-K 1 v021199_8k.txt ======================================================================== 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 July 7, 2005 Date of Report (Date of earliest event reported) ORAGENICS, INC. (Exact name of registrant as specified in its charter) Florida 000-50614 59-3410522 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 13200 Progress Boulevard Alachua, Florida 32615 (Address of principal executive offices including zip code) (386) 418-4018 Registrant's telephone number, including area code - -------------------------------------------------------------------------------- None - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) - -------------------------------------------------------------------------------- ========================================================================= Item 1.02 Termination of a Material Definitive Agreement The Employment Agreement between the Company and Mento A. Soponis dated January 1, 2004 was terminated in connection with his retirement and resignation as chief executive officer and president. Item 5.02 Departure of Director or Principal Officers; Election of Directors; Appointment of Principal Officers On July 6, 2005, Mento A. Soponis resigned as chief executive officer and president of the Company as a result of his retirement. Effective July 6, 2005, Dr. Robert T. Zahradnik has been named acting president and chief executive officer of the Company replacing Mento A. Soponis. Mr. Soponis will continue to serve on the Company's Board of Directors and Dr. Zahradnik has resigned his position on the Board of Directors in order for the Company to comply with the American Stock Exchange's small business required ratio of at least 50% of the board being independent board members. The Company is currently discussing a severance arrangement with Mr. Soponis pursuant to the employment agreement terms existing between the Company and Mr. Soponis. The Company has agreed to a compensation arrangement with Dr. Zahradnik and the material terms include monthly compensation of $15,000, as well as medical and dental insurance and retirement compensation consistent with the Company benefits offered to all employees. A copy of the July 6, 2005 press release announcing the appointment of Dr. Zahradnik as acting chief executive officer and president is attached to this report as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Information and Exhibits -------------------- --------------------------------------- Exhibit No. Description -------------------- --------------------------------------- 99.1 Press Release dated July 6, 2005 -------------------- --------------------------------------- SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 7th day of July, 2005. ORAGENICS, INC. (Registrant) BY: /s/ Robert T. Zahradnik ----------------------- Robert T. Zahradnik Acting President and Chief Executive Officer EX-99.1 2 v021199_ex99-1.txt Contact: Dr. Robert Zahradnik Joan Kureczka President and Chief Executive Officer Kureczka/Martin Associates Oragenics, Inc. (415) 821-2413 (386) 418-4018 Jkureczka@comcast.net FOR IMMEDIATE RELEASE Oragenics Names New Interim Chief Executive Officer ALACHUA, FL (July 6, 2005) - Oragenics, Inc. (AMEX: ONI) today announced that Dr. Robert T. Zahradnik has been named acting president and chief executive officer. Dr. Zahradnik replaces Mento A. Soponis who is retiring and has resigned as an officer of the company. Mr. Soponis will continue to serve on the company's Board of Directors. The Board is undertaking a search for a new CEO. Dr. Zahradnik, a co-founder of Oragenics, has been a member of the company's Board of Directors since November 1996. Prior to rejoining Oragenics, Dr. Zahradnik spent his career with Johnson & Johnson in various R&D management positions, with Advanced Clinical Technologies as chairman and CEO, and as partner and general manager at Pro-Dentec Therapeutics. "The addition of Dr. Zahradnik to the senior management team, with his extensive experience in product development, underscores the Company's commitment to broaden its experience base and prepare for its next stage of growth," commented David J. Gury, chairman of the Board of Directors. About Oragenics Oragenics, Inc. is an emerging biotechnology company focused on the development and licensure of innovative products and technologies for improving human health. The company's lead product is a novel oral rinse for the prevention of tooth decay. The company is also developing a novel antibiotic with broad-spectrum activity against gram-positive bacteria and a probiotic product aimed at maintaining oral health. The company is headquartered in Alachua, Florida. For more information about Oragenics, please consult the company's website at www.oragenics.com. Oragenics Names New Interim CEO Page 2 Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This release includes forward-looking statements that reflect Oragenics' current views with respect to future events and financial performance. These forward-looking statements are based on management's beliefs and assumptions and information currently available. The words "believe", "expect", "anticipate", "intend", "estimate", "project" and similar expressions that do not relate solely to historical matters identify forward-looking statements. Investors should be cautious in relying on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed in any such forward-looking statements. These factors include, but are not limited to (1) the ability to successfully complete development and commercialization of Oragenics' Replacement Therapy for prevention of tooth decay, novel antibiotic, and probiotic product for oral health; (2) the ability to obtain substantial additional funding; (3) the ability to develop and commercialize products before competitors;)4) the ability to develop commercial products with the in-licensed technology; and (5)) other factors detailed from time to time in filings with the Securities and Exchange Commission. We expressly disclaim any responsibility to update forward-looking statements. . # # # -----END PRIVACY-ENHANCED MESSAGE-----