-----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, NeT4a5PJlWfkVbrYuOZMxgbxdNJy9V1tgpBEc1rC0CE1Ry217y3cniJdLV48rEgq uhrBYPZyivJvIxtUyO3Yyw== 0000914317-07-001513.txt : 20070522 0000914317-07-001513.hdr.sgml : 20070522 20070522111154 ACCESSION NUMBER: 0000914317-07-001513 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070518 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 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: 07870168 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-84606_mdsc.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 Date of Report (Date of earliest event reported) May 18, 2007 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 May 18, 2007, between Mediscience Technology Corp/ BioScopix. And Dr. Fredrick Naftolin engaging him as Senior Medical Consultant (SMC) of Registrant effective May 18, 2007. The text of this agreement and Dr. Naftolin's CV is filed as Exhibit 99.1 hereto. A copy of the Company's Press Release issued May 24 2007 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 (SMC) agreement between Registrant and Dr. Fredrick Naftolin - ------------------------------------------------------------------- 99.2 Press Release of the Company, dated: May 24, 2007 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 May 22, 2007 MEDICSCIENCE TECHNOLOGY CORPORATION Peter Katevatis s/s Peter Katevatis, Chairman/CEO Mediscience Technology corp. 2 EX-99.1 2 ex99-1.txt 99.1 SMC agreement dated May 18 , 2007 between Registrant and Dr. Fredrick - -------------------------------------------------------------------------- Naftolin - -------- This Agreement is made on May 18 , 2007 between Mediscience Technology Corp BioScopix. (MTC/Bio) 1235 Folkstone way, Cherry Hill NJ, 08034 and Dr. Frederick Naftolin, M.D., PhD (FN) (Consultant) 4 Stone Wall Lane, Woodbridge, CT 06525-1413 WHEREAS, Consultant has extensive medical Ob/Gyn health experience with a specific interest in female endocrinology, diseases of the female reproductive system, Ob/Gyn research, cancer research, and biochemistry of cancer disease, MTC/Bio desires to retain Consultant as Senior Medical Consultant of BioScopix, Inc. in the development and commercialization of MTC/Bio Autofluorescence-Based Diagnostic Methods and Equipment for human cancer screening and diagnosis, and female hormone level detection: e.g. CD-Ratiometer, CPE and the Consultant wishes to perform consulting services for the MTC/Bio. NOW THEREFORE, in consideration of the covenants and obligations hereinafter set forth, MTC/Bio and the Consultant agree as follows: 1. Services 1.1. The consultant shall provide advice and consulting services to MTC/Bio on matters related to female endocrinology, diseases of the female reproductive system, Ob/Gyn research, cancer research, oral cancer, and biochemistry of cancer disease. 1.2. Consultant shall advise and support MTC/Bio in, 1.2.1. development of protocols for FDA trials, 1.2.2. document preparation for FDA IDEs, PreMarket Approvals, and 510 K's, 1.2.3. identification of appropriate medical facilities and associated medical staff for FDA trials, 1.2.4. relationship development with key medical experts in human cancers including cancers of the mouth, cervix, GI tract, 1.2.5. collection of relevant diagnostic equipment requirements, 1.2.6. identification of critical research and development to enable critical improvements and advances in MTC/Bio diagnostic equipment products, and 1.2.7. critical diagnostic, ease-of-use, reliability, safety, and other customer requirements and desires for the MTC/Bio CD-Ratiometer. 1.3. The Consultant shall be engaged by (MTC/Bio) as a consultant for the exchange of ideas only and under the terms of this Agreement. 1.4. The Consultant shall not direct or conduct fund raising of any kind for or on behalf of the Company. Such activity shall be carried out solely and only by (MTC/Bio ) management or designees 3 Upon request by the Company and in return for compensation detailed in Article 2, the Consultant shall keep MTC/Bio informed about applications, features, and specifications in its area of expertise as they may broaden or change from time to time as well as be available for assisting in FDA, quality, and product control issues. 2. Compensation and expenses 2.1 As full and sole consideration for the one year term consulting services to be provided by the Consultant to Mediscience Technology/BioSopix Inc. under this agreements paragraph 1, MDSC/BioScopix Inc. herein grants to Consultant, his heirs and assigns Six hundred thousand shares (600,000) of MDSC common shares restricted and legend per SEC rule 144 representing $60,000 dollars value at 0.10 per share, reported value on May 18, 2007 2.2 The Company will reimburse Consultant for reasonable out of pocket expenses submitted to Company as proposed expenses by consultant for pre-approval 3. Competition The Consultant represents to the Company that the Consultant does not have any agreement to provide consulting services to any other party, firm, or company in the biotechnology or medical industries on matters relating to the scope of this consultancy, and will not enter into any such agreement during the term of this Agreement. 4. Confidentiality 4.1. 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 five (5) years from receipt thereof. 4.2. The recipient may acquire information that pertains to the discloser's processes, equipment, programs, developments, inventions, discoveries, 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 discloser. 4.3. Confidential Information subject to paragraph 4(b) 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(b) 4 does not include information generated by the Consultant unless the information (i) is generated as a direct result of the performance of consulting services under this Agreement. 4.4 Return of Materials: The Consultant agrees to promptly return, following the termination of this Agreement or upon earlier request by MTC/Bio, all drawings, tracings, and written materials in the Consultant's possession and (i) supplied by MTC/Bio 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. 5. Intellectual Property 5.1. Title to any inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder shall reside in the New York University Medical Center. Inventorship shall be determined in accordance with U.S. Patent law. 5.2. The New York University Medical Center agrees to pay for all costs associated with the preparation, filing, prosecution, and maintenance of US and international patents and patent applications resulting from any inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder. 5.2.1. In the case of patents and patent applications resulting from the work performed hereunder, with all costs of preparation, prosecution, and maintenance paid by the New York University Medical Center, the New York University Medical Center grants to MTC/Bio an exclusive and irrevocable license, with ability to sublicense. 5.2.1.1. The exclusive license shall be granted to MTC/Bio in the MTC/Bio field of use. 5.2.1.2. The MTC/Bio field of use is medical diagnostic methods and equipment based upon tissue auto-fluorescence. 5.2.1.3. Such license shall be upon commercially reasonable terms consistent with similar exclusive licenses of the New York University Medical Center, with a royalty rate of no more than 2.5% of the selling price of the products or portions thereof claiming the advantage of the patented invention(s). 5.3. In the case of inventions and discoveries made solely by or contributed to by Consultant resulting from the work performed hereunder, wherein the New York University Medical Center does not wish to file for US and international patent rights, MTC/Bio shall have the first right of refusal to prepare, file, prosecute and maintain the resulting patent applications and patents at its own expense, with all such applications and patents assigned to MTC/Bio. 5.3.1. In the case of patents and patent applications resulting from the work performed hereunder, with all costs of preparation, prosecution, and maintenance paid by MTC/Bio, MTC/Bio grants to the New York University Medical Center a nonexclusive and irrevocable license, with ability to sub-license. 5 5.3.1.1. Said non-exclusive license shall be granted to The New York University Medical Center only for patented subject matter outside of the MTC/Bio field of use. 5.3.1.2. The MTC/Bio field of use is medical diagnostic methods and equipment based upon tissue auto-fluorescence. 5.3.1.3. Such license shall be upon commercially reasonable terms consistent with similar non-exclusive licenses of MTC/Bio, with a royalty rate of no more than 2.5% of the selling price of the products or portions thereof claiming the advantage of the patented invention(s). 6 Term and Termination 6.1. This Agreement shall be for a term of 12 months, renewable upon reasonable terms and conditions as may be agreed upon by MTC/Bio and the Consultant. 6.2 Termination of the Agreement under paragraph 6.1 above shall not affect MTC/Bio obligation to pay for services previously performed by the Consultant and acknowledged by MTC/Bio. 7 Miscellaneous 7.1. 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. 7.2. The relationship created by this Agreement shall be that of independent contractor, and the Consultant shall have no authority to bind or act as agent for MTC/Bio or its employees for any purpose. 7.3. MTC/Bio will not use the Consultant's name in any commercial advertisement or similar material used to promote or sell products, unless MTC/Bio obtains in advance the written consent of the Consultant 7.4. This Agreement replaces all previous agreements and the discussions relating to the subject matters hereof and constitutes the entire and only agreement between MTC/Bio and the Consultant with respect to the subject matters of this Agreement. This Agreement may not be modified in any respect by any verbal statement, representation, or agreement made by any employee, officer, or representative of MTC/Bio, or by any written documents unless it is signed by the CEO of MTC/Bio and by the Consultant. 7.5. If any term or provision of this Agreement is deemed invalid, contrary to, or prohibited under applicable laws or regulation of any jurisdiction, this Agreement (save only this sentence) shall be invalid. 7.6. The parties hereto agree to be bound by and under New York State Law and to submit any and all disputes of whatsoever kind to the American Arbitration association of New York City IN WITNESS WHEREOF, the parties, intending to be bound, have executed this Agreement effective May , 2007 By: s/s Fredrick Naftolin, Date May 18 , 2007 Dr. Fredrick Naftolin, professor of OBS/GYN 6 By :s/s Peter Katevatis, Date: May 18, 2007 Peter Katevatis Esq. Chairman/CEO Mediscience Technology/ BioScopix Corp ---------------------------------------------------- Exhibit A Dr. Fredrick Naftolin CV see OBGYN.NET Date of Birth: April 7, 1936 Place of Birth: Bronx, New York, USA Education: 1955 A.A., University of California, Los Angeles 1958 B.A., University of California, Berkeley (Honors) 1961 M.D., University of California, School of Medicine San Francisco (Honors) 1970 D.Phil., University of Oxford, Oxford, England Postgraduate Training: 1961-62 Intern, King County Hospital, Seattle, Washington 1962-66 Resident, Obstetrics and Gynecology, UCLA Medical Center, Los Angeles (D.G. Morton) 1966-67 Research Training Fellow, University of Washington, Seattle (S. Klebanoff) 1967-68 Senior Endocrine Fellow, Department of Medicine, University of Washington, Seattle (C.A. Paulsen) 1968-70 Graduate studies, University of Oxford, Department of Human Anatomy, Oxford, England (G.W. Harris) Professional Experince: 1986 Director, Center for Research in Reproductive Biology, Yale University 1984 Professor of Biology, Department of Biology, Yale University (Joint appointment) 1982-83 Professor Invite, Department of Morphology, University of Geneva, Faculty of Medicine 1978 Professor and Chairman, Department of Obstetrics and Gynecology, Yale University School of Medicine 1975-78 Professor and Chairman, Department of Obstetrics and Gynecology, McGill University, Faculty of Medicine, Montreal 1975-78 Obstetrician and Gynecologist-in-Chief, Royal Victoria Hospital, Montreal 1973-75 Associate Professor of Obstetrics and Gynecology, Harvard Medical School 1972-73 Associate Professor of Obstetrics and Gynecology, University of California, San Diego 7 1970-72 Assistant Professor of Obstetrics and Gynecology, University of California, San Diego 1966-68 Research Associate and Assistant Chief, Gynecology Service, USPHS Hospital, Seattle, Washington Uniformed Service: 1966-68 United States Public Health Service Selected Honors: 1958 Sigma Xi 1961 Alpha Omega Alpha 1968 J.P. Lane Award, United States Public Health Service Clinical Society 1968-70 NIH Special Research Fellowship (NICHHD) 1971 Squibb Prize paper, American Fertility Society 1975 Fellowship, American College of Obstetricians and Gynecologists 1975 M.A. (Hon.), McGill University, Montreal, Canada 1978 M.A. (Hon.), Yale University, New Haven, Conn. 1980 Fellow, Silliman College, Yale University 1982-83 Fogarty Senior International Fellow 1983 John Simon Guggenheim Jr. Memorial Fellow 1985 Wyeth Lecturer, Canadian Fertility and Andrology Society 1985 Royal College of Physicians and Surgeons of Canada Lecturer, University of Saskatchewan, Canada 1986 Royal College of Physicians and Surgeons of Canada Lecturer, University of Western Ontario, Canada 1986 Fellowship, The American Gynecological and Obstetrical Society 1988 Lecturer, Frontiers of Reproductive Biology, Society for Study of Reproduction 1988 Plenary Lecturer, First Congress of the International Society of Gynaecological Endocrinology 1989 Keynote Speaker, 17th Annual New England Endocrine Conference 1991-92 President, Society for Gynecologic Investigation 1992-93 Berlex International Scholar 1997 Latta Distinguished Lecturer, University of Nebraska Medical School 1997-98 President Elect, North American Menopause Society 1. Scientific Committee Chairman, North American Menopause Society 2. Fellow ad eundem of the Royal College of Obstetricians and Gynaecologists 8 3. "Frederick Naftolin Fellowship in Reproductive Biology" to be awarded annually by McGill University Faculty of Medicine 1999 Visiting Professor, "Extraordinary Professor, Chair in Advances in Medicine in Reproduction", Complutense University, Madrid, Spain Licensure: California Connecticut Specialty Board: Obstetrics and Gynecology (1972) Societies: o Alpha Omega Alpha o Sigma Xi o The Endocrine Society o The Pacific Coast Fertility Society (Honarary Member) o Canadian Andrology and Fertility Societies (Honorary Member) o Society for Gynecologic Investigation o International Society of Neuroendocrinology o International Society of Psychoneuroendocrinology o American Gynecological and Obstetrical Society o International Society for Gynecological Endocrinology o Society for Neuroscience o North American Menopause Society o International Menopause Society o Israeli Fertility Society Editorial Boards: 1998 Proceedings of the Society for Experimental Biology and Medicine 1997 Climacteric, Journal of the International Menopause Society 1996 Founding Editorial Advisory Board, African Journal of Reproductive Health 1995 Founding Editorial Board, Early Pregnancy: Biology and Medicine 1993 Founding Editorial Board, Menopause 1993 Founding Associate Editor, Journal of the Society for Gynecologic Investigation 1988-95 Biomedicine and Pharmacotherapy 1988-93 Resident and Staff Physician 1987 Gynecological Investigation 1987-91 Endocrine Reviews 1987 Video Journal of Obstetrics and Gynecology 1980-88 Drug Intelligence and Clinical Pharmacy (editorial panel) 1979-82 New England Journal of Medicine 1979-82 Journal of Steroid Biochemistry 1974-92 Psychoneuroendocrinology 9 EX-99.2 3 ex99-2.txt (NJ-MEDISCIENCE-TECH) (MDSC-OTCBB) Mediscience Technology Corp/BioScopix. Names Dr. Fredrick Naftolin Chief Medical Officer CHERRY HILL, N.J. May 24, 2007 Mediscience Technology, Corp. (OTCBB: MDSC) announced today that Dr. Fredrick Naftolin has joined the company as its Chief Medical Officer Effective May 18, 2007. Dr Naftolin has extensive medical Ob/Gyn health experience with a specific interest in female endocrinology, diseases of the female reproductive system, Ob/Gyn research, cancer research, and biochemistry of cancer disease, His consultant responsibilities will include Consultation as Chief Medical Advisor of MDSC New York subsidiary BioScopix, Inc. in the development and commercialization of MTC/Bio Autofluorescence-Based Diagnostic Methods and Equipment for human cancer screening and diagnosis, and female hormone level detection: e.g. CD-Ratiometer, CPE. The text of his employment agreement and abbreviated - referenced CV is filed as Exhibit 99.1 to the Company' s SEC 8-K filed May 22 , 2007 About Mediscience Technology /BioScopix Inc Mediscience Technology Corporation and its New York subsidiary, BioScopix Inc. are engaged in the design, development and commercialization of medical devices that detect human cancers in vivo. Such detection is done through the use of Optical Biopsy techniques, wherein light of certain wavelengths is directed onto human tissue in the body, causing the tissue of the body to emit light that indicates whether the tissue is cancerous, benign, or normal. Optical Biopsy (OB) is based on optical spectroscopy for diagnosis of the molecular state of tissue (in vivo or ex vivo) without surgery or dyes. Mediscience's exclusive protected noninvasive technology combines the advantages of real-time results with enhanced diagnostic sensitivity and specificity compared with other, more invasive, methods of cancer detection. About Mediscience/BioScopix and Info tonics Technology Center Mediscience/ BioScopix and the Infotonics Technology Center are engaged in the selective design, development and commercialization of MTC medical devices i.e. Capsule Diagnostics System for GI tract cancer detection, and CD-Ratiometer (CDR) for detection of, cancers and their related physiological changes using non-invasive technology (MTC Intellectual Property). The technology focuses on rigorously pre-selected wavelengths of light that are emitted, scattered and absorbed to distinguish malignant, precancerous, or benign tissues from normal tissues. This collaboration exclusively combines the advantages of real-time results with enhanced diagnostic sensitivity and specificity compared with other methods of cancer detection in a Capsule or hand held endoscope format. Infotonics w/ MTC support is forming a high-performance Commercialization Program Team to transfer the photonic Capsule technology CPE from research to market in a timely manner, including commercial prototypes and pilot production for FDA trials. Infotonics will provide incubation office and lab space in the Infotonic Technology Center for Mediscience/BioScopix to accelerate the commercialization schedule. 10 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 May , 2007 www.infotonics.org/ResearchProjects/CompactPhotonicExplorers.asp - ---------------------------------------------------------------- www. medisciencetech.com - ------------------------ CITIGROUP/Smith Barney Analyst Report 10-1-2004 see Pg. 20 (MTC/Info tonics) Contacts Peter Katevatis Esq. Chairman CEO Mediscience/BioScopix Inc metpk@aol.com Dr. Laura Weller-Brophy CTO Infotonics Tech Ctr. 585 919 3030 David Smith Pres CEO Infotonics Tech Ctr. (585) 919-3001 D avid.R.Smith@infotonics.org EMPIRE: Edward Cabrera Head Corp. Finance (646) 329-7002 ecabrera@empirenow.com ---------------------- 11 -----END PRIVACY-ENHANCED MESSAGE-----