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Securities and Exchange Commission
Washington, DC 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) October 27, 2004
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ASTRALIS LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-30997 84-1508866
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
75 Passaic Avenue, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 227-7168
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(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
(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))
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ITEM 1.01 Entry into a Material Definitive Agreement.
In connection with the appointment of Peter Golikov as interim Chief
Executive Officer and Michael Garone as interim Chief Financial Officer, as
further discussed in Item 5.02 below, on October 27, 2004, the Registrant
entered into agreements with Mr. Golikov and Mr. Garone pursuant to which each
of Mr. Golikov and Mr. Garone will receive a salary of $11,520 per month. The
agreements terminate on February 18, 2004.
ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 13, 2004, the Registrant retained Peter Golikov as its interim
Chief Executive Officer and Michael Garone as its interim Chief Financial
Officer.
Mr. Golikov, age 47, currently provides business consulting services to
emerging life science companies and academia and has done so since 2003. From
1998 to 2002, Mr. Golikov served as President and Chief Operating Officer of
EpiCept Corporation, a private development stage specialty pharmaceutical
company. From 1997 to 1998, Mr. Golikov was the President of Virologix
Corporation, a private biotechnology company developing novel antiviral
treatments and vaccines. Mr. Golikov holds an M.S. and an M.B.A. from Rutgers
University and a B.A. in Biology from Cornell University.
Mr. Garone, age 46, served from 1983 to 2003 in varying positions of
increasing responsibility at AT&T, including Chief Financial Officer of AT&T
Alascom and Financial Planning Vice President, Broadband and Internet Services.
Mr. Garone holds an M.B.A. from Columbia University and a B.A. in Mathematics
from Colgate University.
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.
ASTRALIS LTD.
Date: October 29, 2004 By: /s/ Jose Antonio O'Daly
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Jose Antonio O'Daly
Chairman of the Board of Directors
and President of Research and
Development