-----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, DeJPCP8xVhFGLye8sFamRNrtiwEfpqtB7e9WYlsw4pNHb1RYYFcpD3mhuXt1H1G/ 5Uq6aE6yBHyFhbg/M1ejOw== 0000914317-05-003410.txt : 20051109 0000914317-05-003410.hdr.sgml : 20051109 20051109144239 ACCESSION NUMBER: 0000914317-05-003410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDISCIENCE TECHNOLOGY CORP CENTRAL INDEX KEY: 0000064647 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 221937826 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-07405 FILM NUMBER: 051189416 BUSINESS ADDRESS: STREET 1: 1235 FOLKESTONE WY CITY: CHERRY HILL STATE: NJ ZIP: 08034 BUSINESS PHONE: 6094287952 MAIL ADDRESS: STREET 1: 1235 FOLKESTONE WAY CITY: CHERRY HILL STATE: NJ ZIP: 08034 FORMER COMPANY: FORMER CONFORMED NAME: CARDIAC TECHNIQUES INC DATE OF NAME CHANGE: 19730920 8-K 1 form8k-71757_mediscience.txt EFFECTIVE AUGUST 23, 2004 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) November 8, 2005 MEDISCIENCE TECHNOLOGY CORP. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) NEW JERSEY 0-7405 22-1937826 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1235 Folkestone Way, P.O. Box 598, Cherry Hill, New Jersey 08034 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 485 0362 (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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13 e-4(c) under the Exchange Act (17 CFR 240.13 e-4(c)) Section 1 Registrants Business and Operations Item 1.01. Entry into a material definitive agreement Agreement dated November 8, 2005 between Mediscience Technology Corp. and Frank D. Benick CPA engaging him as Chief Financial Officer (CFO) of Registrant effective November 15, 2005. The text of this agreement and Mr. Benicks CV is filed as Exhibit 99.1 hereto. A copy of the Company's Press Release issued November 10, 2005 to announce the entering into the aforementioned agreement is filed as Exhibit 99.2 hereto. (Submitted in full compliance with sections 8-K 1.01 and 2.01 re: "materiality" as applicable and in fulfillment of SEC Section 6, 6.01 Regulation (FD) Full Disclosure, and Section 7 and 7.0 as well as all applicable and presently effective Sarbanes-Oxley disclosure requirements under Regulation G. Item 9.01 Financial Statements and Exhibits c) Exhibits INDEX Exhibit No. Description 99.1 CFO agreement between Registrant and Frank D. Benick CPA - ------------------------------------------------------------------------ 99.2 Press Release of the Company, dated: November 10, 2005 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on November 10, 2005 MEDICSCIENCE TECHNOLOGY CORPORATION ss/Peter Katevatis, Chairman/CEO EX-99 2 ex99-1.txt EXHIBIT INDEX Mediscience Technology corp. 99.1 CFO agreement between Registrant and Frank D. Benick CPA - ------------------------------------------------------------------ This Agreement is made on November 8, 2005 and effective November 15, 2005 between Mediscience Technology Corp. (MTC) 1235 Folkstone way, Cherry Hill NJ, 08034 and Frank D. Benick CPA (FB) 100 Main street Flemington NJ 08822 1. (FB) has extensive experience as a Chief Financial Officer with a specific expertise in all phases of corporate accounting re: public/private companies and (MTC) seeks to benefit from the (FB) expertise by employing (FB) as CFO exclusively and whereas (FB) wishes to perform traditional CFO services for MTC. Accordingly, MTC and (FB) agree as follows: 1. Services The employee as Chief Financial Officer shall be directly responsible for all finance and accounting policies and procedures, internal auditing, SEC reporting, regulatory compliance, financial planning, budgets and advisory in any strategic planning, mergers or acquisitions to the Company management, its counsel as to all to all SEC/Sarbanes and GAAP matters. (CV attached and made a part hereof as Exhibit A ) The employee shall be engaged by the MTC as a consultant for advice/oversight and the exchange of ideas only and under the terms of this Agreement, shall not direct or conduct but will participate in fund raising of any kind for or on behalf of the Company. Any such activity which may be conducted shall be carried out together with (MTC) management or designees 2. Compensation and Expenses: As the full and sole consideration for the employees services provided by CFO FB the Company shall pay FB a monthly rate of three thousand dollars per monthly $3,000.00 beginning November 15, 2005 which salary shall increase as of January 1, 2006 to four thousand per month $4,000.00. Compensation shall be paid on the 5th day of the month through Easy Pay Services. Expenses. will be paid upon submission and approval by the CEO Chairman Peter Katevatis or his documented designee. Additional compensation: MDSC herein grants FB a five (5) year option effective November 15, 2005 to purchase three hundred thousand shares (300,000) shares of MDSC common restricted per SEC rule 144 at one dollar per share ($1.00). Said option to automatically expire by its terms on November 15, 2010 (Benick option document incorporated by reference herein and made a part hereof) 3. Competition: Employee CFO represents to the Company that the employee does not have any agreement to provide similar CFO services to any other party, firm company or project, and will not enter into any such agreement during the term of this Agreement. It is understood and agreed that Frank D. Benick shall continue his present position as an accounting partner in the firm of Cust Dori & Benick CPA's of Flemington New Jersey 4. Confidentiality a. The parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other ("Confidential Information"). Each party will use reasonable efforts to prevent the disclosure of any of the other party's Confidential Information to third parties for a period of seven (7) years from receipt thereof. The recipient may --------------- acquire information that pertains to the discloser's processes, equipment, programs, developments, or plans that is both (i) disclosed or made known by the disclosure to the recipient and (ii) identified in writing as "proprietary" by the disclosure. The recipient agrees not to disclose any Confidential Information to third parties or to use any Confidential Information for any purpose other than performance of the services contemplated by this Agreement, without prior written consent of the Company. b. Confidential Information subject to paragraph 4(a) does not include information that (i) is or later becomes available to the public through no breach of this Agreement by the recipient; (ii) is obtained by the recipient from a third party who had the legal right to disclose the information to the recipient; (iii) is already in the possession of the recipient on the date this Agreement becomes effective; (iv) is independently developed by recipient; or (v) is required to be disclosed by law, government regulation, or court order. In addition, Confidential Information subject to paragraph 4(a) does not include information generated by the employee unless the information (i) is generated as a direct result of the performance of employment services under this Agreement. 5. Return of Materials: The Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by the Company, all drawings, tracings, and written materials in the Consultant's possession and (i) supplied by the Company in conjunction with the Consultant's consulting services under this Agreement or (ii) generated by the Consultant in the performance of consulting services under this Agreement. 6. Intellectual Property Not applicable 7. Term and Termination a... This Agreement shall be for a term of two (2) yrs., renewable upon reasonable terms and conditions as may be agreed upon by the Company Board of Directors on recommendation of the CEO and the employee b. Termination of the Agreement under paragraph 8(a) above shall not affect (a) the Company's obligation to pay for services previously performed by the Consultant and acknowledged by MTC 8. Miscellaneous a. This Agreement shall inure to the benefit of and be binding upon the respective heirs, executors, successors, representatives, and assigns of the parties, as the case may be. b. This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire Agreement between the Company and the employee with respect to the subject matter of this Agreement. This agreement may not be modified in any respect by any verbal statement representation or agreement made by any officer, employee or representative of the company, or any written documents unless it is signed by the CEO of the Company and by the employee. 9. Descriptive Headings and Governing Law The descriptive headings of the several paragraphs of this agreement are inserted for convenience only and do not constitute a part of this agreement. This agreement contemplated and described performance is intended to be performed in the State of New York and shall be construed and enforced in accordance with, and the rights of the parties it is agreed shall be governed by, the Law of such State, without regard to principles of conflict of laws. (MTC) and (FB) hereby agree to submit any and all disputes to binding arbitration in Trenton NJ with the American Arbitration Association for full, final and binding resolution 10. Notices (MTC) Peter Katevatis Esq. 1235 Folkstone Way, Cherry Hill NJ 08034 (FB) Frank D. Benick 110 Main Street Flemington NJ. 08822 IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first stated above. - ---------------- ---------------------------- Frank D. Benick By: Peter Katevatis CEO Mediscience Technology corp. Exhibit A CV FRANK D. BENICK, CPA CERTIFIED PUBLIC ACCOUNTANT - New Jersey - Since 1974 Pennsylvania - Since 1995 CERTIFIED VALUATION ANALYST - Since 1998 GENERAL SECURITIES REPRESENTATIVE - NASD - Since 2000 LICENSED LIFE & HEALTH INSURANCE PRODUCER - New Jersey - Since 2000 EDUCATION Seton Hall University - BS in BA - 1971 Majored in Accounting EXPERIENCE Employed as a Certified Public Accountant/Controller J.H, Cohn & .Co. (1971 -1975) Senior Accountant Arnper,.Politziner & Mattia (1975 -1977) Senior Accountant Mayfair/Foodtown Supermarkets (1977 -1983) Controller Gust, Dori,.& Benick (1983 to Present) Partner Certified Public Accountant Experience includes, preparation of financial statements (audit, review and compilation), preparation of tax returns (individual, partnership, corporate non-profit, trusts, estates, etc.) and preparation of financial and tax planning for the following industries: Manufacturing Farming High Tech Retailing Non-Profit Organization Real Estate Wholesaling Professional Services Construction Financial Transportation Publishing Advertising Medical Also specializing in integrated computerized accounting systems, and installing internal control systems. Represented clients before the Internal Revenue Service on tax examinations. Prepared valuations of closely-held business interests for acquisitions, stockholder redemptions and buyouts, matrimonial settlements and estate tax. Have been retained numerous times as an expert in matrimonial and other types of litigation. Controlle Experience includes management and supervision of an accounting staff of 50+ for a public firm grossing $350 Million in 1983. Responsibilities included filing of Forms 1Q-Q, 10-K, weekly and monthly financial statements, installation of computer and accounting controls for cash, payroll, invoice payment, gross profit analysis, budgets, etc. MEMBERSHIPS American Institute of Certified Public Accountants - AICPA New Jersey Society of Certified Public Accountants Former Trustee to the Society and Ethics Committee Private Companies Practice Section AICPA National Association of Certified Valuation Analysts EX-99 3 ex99-2.txt 99.2 Press Release of the Company, dated: November 10, 2005 (NJ-MEDISCIENCE-TECH) (MDSC-OTCBB) Mediscience Technology Corp. Names Frank Benick, CPA Chief Financial Officer CHERRY HILL, N.J. November 10, 2005 Mediscience Technology, Corp. (OTCBB: MDSC) announced today that Mr. Frank Benick CPA has joined the company as its Chief Financial Officer effective November 15, 2005. Mr.Benick has extensive CFO experience in the management and supervision of public company accounting with specific expertise in all phases of accounting, and related SEC/Sarbanes matters. His consultant responsibilities will include advice/oversight of Mediscience management including but not limited to the filing of SEC Forms 1Q-Q, 10-K, weekly and monthly financial statements, installation of computer and accounting controls for cash, payroll, invoice payment, gross profit analysis and budgets. The text of his employment agreement and CV is filed as Exhibit 99.1 to the Company's SEC 8-K filed November 10, 2005 About Mediscience Technology Mediscience Technology Corporation and its New York subsidiary, Medi-photonics Development Company LLC, is engaged in the design, development and commercialization of medical devices that detect cancer and physiological change using frequencies of light that are emitted, scattered and absorbed to distinguish malignant, precancerous, or benign tissues from normal tissues. Mediscience's exclusive protected noninvasive technology combines the advantages of real-time results with enhanced diagnostic sensitivity and specificity compared with other methods of cancer detection. Investor Notice Certain of the matters discussed in this announcement contain forward-looking statements that involve material risks to and uncertainties in the parties/company's business that may cause actual results to differ materially from those anticipated by the statements made herein. Such risks and uncertainties include among other things, the availability of financing, the parties/ company's ability to implement its long-range business plan for the joint or independent development of various applications of its technology/ IP; the company's ability to enter into future agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary US regulatory i.e. FDA clearances applicable to applications of the company's technology; and management of growth and other risked and uncertainties that may be detailed from time to time in the parties/company's reports filed with the Securities and Exchange Commission. This disclosure is intended to satisfy: SEC Section 6, 6.01 Regulation FD, disclosure and Section 7 and 7.0 as well as all applicable and presently effective Sarbanes-Oxley disclosure requirements under Regulation G. 8-K filing dtd November 8, 2005 www.infotonics.org/ResearchProjects/CompactPhotonicExplorers.asp - ---------------------------------------------------------------- www.cunyphotonics.com www. - -------------------------- medisciencetech.com - ------------------- Mediscience SB-2 registration filing dated Dec. 23, 2004 effective Jan 12, 2005 - -------------------------------------------------------------------------------- New England Journal of Medicine July-29-2004 (capsule endoscope technology) CITIGROUP/Smith Barney Analyst Report 10-1-2004 see Pg. 20 (MTC/Info tonics) Contact Michael Engelhard, Pres/COO 201-818-0050 mengelhart@mediscience.com Peter Katevatis Esq. 215-485-0362 metpk@aol.com -----END PRIVACY-ENHANCED MESSAGE-----