-----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, PWVRryIIxOIqfNV6vUUGl0wPWXJMeT2I5bxo1PWjJhwyBM6aToKotsBn+Y8PHOvE XFVvRYcQEUEcRsMcwUGw4Q== 0001144204-08-035818.txt : 20080618 0001144204-08-035818.hdr.sgml : 20080618 20080618161906 ACCESSION NUMBER: 0001144204-08-035818 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080612 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALYPTE BIOMEDICAL CORP CENTRAL INDEX KEY: 0000899426 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 061226727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32280 FILM NUMBER: 08905854 BUSINESS ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 BUSINESS PHONE: 9257307200 MAIL ADDRESS: STREET 1: 5000 HOPYARD ROAD, SUITE 480 CITY: PLEASANTON STATE: CA ZIP: 94588 8-K 1 v117728_8k.htm Unassociated Document
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) June 12, 2008
 
Calypte Biomedical Corporation
(Exact name of Company as specified in its charter)


Delaware
000-20985
06-1226727
(State or Other Jurisdiction)
(Commission File Number)
(I.R.S. Employer Identification)
of Incorporation)
 
 

16290 S.W. Upper Boones Ferry Road, Portland, Oregon 97224
 
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (503) 726-2227
 
N/A

 (Former name or former address, if changed since last report)

o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
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))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 40.13e-4(c))

 
 

 

Item 1.01
Entry into a Material Definitive Agreement.

(b) On June 12, 2008, Calypte Biomedical Corporation (the “Company”), amended common stock purchase warrants originally issued to the following investors in March 2007: David Khidasheli, Mohamed Yousif Ahmed Saleh Sulaiman, Mohamed Ahmed and Ahmed Abdalla Deemas Alsuwaidi (collectively, the “Investors”). The Series A common stock purchase warrants (the “Series A Warrants”) were amended to lower the exercise price to $0.05 per share and extend the expiration date for an additional one year period to June 28, 2009. The Series B common stock purchase warrants (the “Series B Warrants”) were amended to extend the expiration date for an additional one year period to September 28, 2009. (The Series A Warrants and the Series B Warrants are hereinafter collectively referred to as the “Warrants.”) The Investors were represented in the negotiation of the amendments to the Warrants by Global Corporate Ventures Limited (“GCVL”), which is a related party of Marr Technologies BV, an affiliate of the Company and the Company’s largest stockholder, holding approximately 19% of the Company’s outstanding common stock. Maxim A. Soulimov, a director of the Company, is Director of Legal Affairs of GCVL.

Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b) On June 16, 2008, Roger I. Gale resigned as President and Chief Executive Officer of the Company, effective immediately. Mr. Gale will continue to serve as a member of the Company’s Board of Director and as Chairman of the Board of Directors.

(c) On June 12, 2008, the Company entered into an employment agreement (the “Employment Agreement”) with Donald N. Taylor, 54, appointing him its President and Chief Executive Officer, effective on the date the Company receives a binding commitment for sufficient capital to fund its operations for a two month period. This occurred on June 16, 2008, after the Investors (discussed in Item 1.01 above) agreed to exercise an aggregate of $1,000,000 of Warrants as set forth in Item 1.01 above. Mr. Taylor was recommended to the Board of Directors by Mr. Soulimov, acting on behalf of Marr Technologies BV.

Since February 2007, Mr. Taylor has served as, and will continue to serve as, Chief Executive Officer of Swivel Secure Ltd., a United Kingdom-based company providing tokenless authentication software and primarily owned by The Marr Group, which is an affiliate of Marr Technologies BV (discussed above in Item 1.01). Under Mr. Taylor’s leadership, the company grew 300% and currently has 240 customers. From February 2005 through January 2007, Mr. Taylor served as Chief Executive Officer and consultant of Globaleye Network Intelligence Ltd, a United Kingdom-based technology company supplying intelligent closed circuit television security software. From April 2004 through September 2004, Mr. Taylor served as Chief Executive Officer and consultant of Internet Sheriff Technology Ltd., an Australia-based technology company supplying web filtering security software. From March 2001 through December 2003, Mr. Taylor served as Chief Executive Officer of Clearswift Limited, a United Kingdom-based technology company supplying e-mail content filtering software. Under Mr. Taylor’s leadership, the company increased its annual revenues from $3,000,000 to $50,000,000 in less than three years. Mr. Taylor raised three rounds of financing for the company and acquired a competitor, thereby creating the largest worldwide content filtering company. Mr. Taylor has previously served in other senior international management, sales and marketing positions with other domestic and international-based companies and industries where he has been instrumental in increasing revenues to achieve enterprise profitability. Mr. Taylor, a United States citizen, holds a Bachelor of Arts degree with honors in History from Williams College in Williamstown, Massachusetts. He also received a diploma from Columbia University’s School of Business Executive Program in International Management.
 
 
 

 
 
Mr. Taylor’s Employment Agreement is for an initial two-year term, with automatic annual renewals, unless terminated at least 60 days prior to the end of an employment term. Mr. Taylor will be paid an annual base salary of $150,000. In addition, Mr. Taylor has been granted an outright award of 1,000,000 shares of the Company’s common stock and a stock option to purchase 1,000,000 shares of the Company’s common stock at an exercise price equal to the closing market price on the date of grant. The stock option vests 50% on December 1, 2008 and 50% on June 1, 2009. Mr. Taylor is also entitled to an annual performance-based bonus of up to 50% of his annual base salary. Mr. Taylor will be reimbursed for up to $15,000 of personal travel expenses per year and up to $2,500 for legal and tax advice in connection with his employment with the Company. The Company will pay up to six months of severance and health benefits in the event Mr. Taylor is terminated without “cause” (as defined in the Employment Agreement) or “upon another event of termination” (as defined in the Employment Agreement”).

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1
Press release dated June 18, 2008.



SIGNATURES

Pursuant to the requirement 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.

Date:  June 18, 2008
     
  Calypte Biomedical Corporation
 
 
 
 
 
 
By:   /s/  Jerrold D. Dotson
 
Jerrold D. Dotson
  Vice President - Finance and Administration

 
 

 
EX-99.1 2 v117728_ex99-1.htm Unassociated Document
Exhibit 99.1
 
Press Release
16290 S.W. Upper Boones Ferry Road, Portland, OR 97224
www.calypte.com
   
Company Contact:
Investor Relations Contact:
Jerrold D. Dotson, VP-Finance
Dan Schustack
(503) 726-2227
CEOcast, Inc.
email:jdotson@calypte.com
Phone: (212) 732-4300
 
email:dschustack@ceocast.com
 
Calypte Biomedical Appoints Donald Taylor as CEO

Sales-focused Executive Takes Leadership; Roger Gale Remains Chairman;
Existing Investors to Exercise $1 Million of Warrants

Portland, OR - June 18, 2008 - Calypte Biomedical Corporation (OTCBB: CBMC), a developer, manufacturer and marketer of HIV diagnostic tests, today announced the appointment of Donald N. Taylor as President and Chief Executive Officer, effective immediately. Mr. Taylor has considerable expertise in sales and marketing and has a solid track record of growing revenue quickly in major markets around the world and building momentum towards profitability and beyond. Mr. Taylor succeeds Roger I. Gale, who has resigned as President and Chief Executive Officer after completing a two-year term of employment. Mr. Gale remains the Chairman of Calypte’s Board of Directors and will assist Mr. Taylor in the transition to his new position.

Mr. Taylor has most recently served as, and will continue to serve as, Chief Executive Officer of Swivel Secure Ltd., a United Kingdom-based company providing tokenless authentication software. Under Mr. Taylor’s leadership, Swivel Secure’s revenue has grown by 300% and its customer base has increased significantly during the less than two years that Mr. Taylor has been there. Swivel Secure is primarily owned by The Marr Group, an affiliate of Marr Technologies BV, which is an affiliate of Calypte and Calypte’s largest stockholder, currently holding approximately 19% of its common stock.

Mr. Taylor had earlier served as Chief Executive Officer of Clearswift Limited, a United Kingdom-based technology company supplying e-mail content filtering software. Under Mr. Taylor’s leadership, Clearswift increased its annual revenues by a factor of 16 in less than three years and, by acquiring a competitor, became the largest worldwide content filtering company. Mr. Taylor has also served in other senior international management, sales and marketing positions with both domestic and international-based companies and industries where he has been instrumental in increasing revenues to achieve enterprise profitability.

Mr. Taylor said, “I am pleased to join Calypte at this critical time and am optimistic about its future. I believe that the company has the products and technology to build a sustainable revenue stream leading to profitability. My primary objectives are to build sales, reduce costs and achieve profitability as quickly as possible. I want to thank Roger Gale for his leadership and commitment to the company over the past two years. His efforts will greatly facilitate our future progress.”

Mr. Gale said, “It has been my great privilege to work with the staff and management of the company and to serve its stockholders for more than two years. This is a very exciting time for the company and I look forward to seeing the many great things the company has been doing in the R&D area and on the sales and marketing side come to fruition in the near future.” Mr. Gale continued, “I have every confidence that Don Taylor will do a great job for the company. He has a fantastic track record of leadership and experience in the global market place and his proven ability to deliver on sales and profitability is second to none.”
 

 
Calypte also announced that, effective June 12, 2008, it reduced the exercise price of 88.25 million Series A common stock purchase warrants issued to four investors in the March 2007 private placement from $0.08 per share to $0.05 per share and extended the term of those warrants by one year, to June 28, 2009. Calypte also extended the term of the 50 million Series B common stock purchase warrants issued to those investors for one year, to September 30, 2009. In consideration, the investors agreed to exercise $1 million of the re-priced Series A common stock purchase warrants by July 18, 2008, $500,000 of which have already been exercised.

Calypte will file a Current Report on Form 8-K with the Securities and Exchange Commission today reporting these developments.
 
About Calypte Biomedical Corporation:
 
Calypte Biomedical Corporation is a US-based healthcare company focused on the development and commercialization of rapid testing products for sexually transmitted diseases such as the Aware™ HIV-1/2 OMT test that are suitable for use at the point of care and at home. Calypte believes there is a significant need for rapid detection of such diseases globally to control their proliferation, particularly in developing countries, which lack the medical infrastructure to support laboratory-based testing. Calypte believes that testing for HIV and other sexually transmitted infectious diseases may make important contributions to public health, and could increase the likelihood of treating those with undetected HIV and other sexually transmitted diseases. For more information, visit www.calypte.com.
 
Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based on currently available information and assumptions made by managements. Although we believe that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or nonoccurrence of future events. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including the potential risks and uncertainties set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2007 and relate to our ability to obtain sufficient financing, if and as needed, and access funds from our existing financing arrangements, in order to continue our current and future operations, and whether demand for our test products in domestic and international markets will generate sufficient revenues to achieve positive cash flow and profitability. We assume no obligation to, and do not currently intend to, update these forward-looking statements.


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