UNITED
STATES SECURITIES AND
EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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 6, 2006
GAMMACAN
INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
0-32835
(Commission
File Number)
33-0956433
(IRS
Employer Identification No.)
39
Jerusalem St.
Kiryat
Ono 55423 Israel
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code: 972
3 7382616
(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:
[
]
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 (17 CFR
240.14a-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 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
Each
of
Elisha Martinez and Dr. Lior Soussan-Gutman resigned as members of the Board
of
Directors of Gammacan International, Inc. In connection with the foregoing
resignations, on November 6, 2006, Steven Katz and Albert Passner were each
appointed as members of the Board of Directors of Gammacan International, Inc.
to fill the vacancies created.
In
connection with their appoint as members of the Company’s Board of
Directors, each of Mr. Katz and Mr. Passner received options to purchase an
aggregate of 150,000 shares of the Company’s common stock at an exercise
price of $0.45 per share, and vested with respect to 25% of the shares
after the first anniversary of each appointment and thereafter in equal
monthly instalments for 36 months.
Steven
Katz
Mr.
Katz
is the president of Steven Katz & Associates, Inc., a health
care and technology based management consulting firm specializing in strategic
planning, corporate development, new product planning, technology licensing
and
structuring and securing various forms of financing and has been the president
since 1982.
From
January 2000 to October 2001 Mr. Katz was also President, Chief Operating
Officer and a director of Senesco Technologies, Inc., an American Stock Exchange
listed company engaged in the identification and development of proprietary
gene
technology with application to human, animal and plant systems. From 1983 to
1984 Mr. Katz was a co-founder and Executive Vice President of S.K.Y. Polymers,
Inc., a bio-materials company. Prior to this, Mr. Katz was Vice President and
General Manager of a non-banking division of Citicorp. From 1976 to 1981 he
held
various senior management positions at National Patent Development Corporation,
including President of three subsidiaries. Prior positions were with Revlon,
Inc. (1975) and Price Waterhouse & Co. (1969 to 1974). Mr. Katz received a
Bachelors of Business Administration degree in Accounting from the City College
of New York in 1969. Mr. Katz is presently a member of the Board of Directors
of
the following publicly-held corporations: Biophan Technologies, Inc.,
Nanoscience Technologies, Inc., NaturalNano, Inc. and USA Technologies,
Inc. He is also a member of the Board of Directors of the following
private companies Expert Real Estate Services, Inc. and MDSERVE,
Inc.
Albert
Passner
Mr.
Passner has been an independent consultant since 2001. In addition, Mr. Passner
has been a member of the Board of Directors of Nanoscience Technologies, Inc.
since 2005 and a member of the Board of Directors of USA Technologies, Inc.
since 2006. From 1969 through 2001 Mr. Passner was a member of the technical
staff of Lucent (AT&T) Bell Laboratories. Mr. Passner received a
Bachelors of Science in Physics from the City College of New York in 1960 and
a
Masters of Science in Physics from New York University in 1966.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Indemnity
Agreement between Gammacan International, Inc. and Steven Katz , dated as of
November 13, 2006, incorporated by reference from Form 8-K, dated as of
Novermber 13, 2006.
10.2 Indemnity
Agreement between Gammacan International, Inc. and Albert Passner, dated as
of
November 13, 2006, incorporated by reference from Form 8-K, dated as of
Novermber 13, 2006.
SIGNATURES
Pursuant
to the requirements 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.
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GAMMACAN INTERNATIONAL, INC. |
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/s/ Patrick
Schnegelsberg |
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Patrick
Schnegelsberg
Chief
Executive Officer
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Date:
November 15, 2006
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