SC 14F1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14f-1
INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF
THE SECURITIES EXCHANGE ACT OF 1934 AND
RULE 14f-1 THEREUNDER
QuikByte Software, Inc.
(Name of Registrant as Specified in its Charter)
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Colorado
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000-52228
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33-0344842 |
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
(Address of principal executive office)
(Registrants telephone number)
August 17, 2009
QuikByte Software, Inc.
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137
(305) 573-4112
INFORMATION STATEMENT
PURSUANT TO SECTION 14(f) OF THE
SECURITIES EXCHANGE ACT OF 1934
AND RULE 14f-1 THEREUNDER
Notice of Change in the
Majority of the Board of Directors
August 17, 2009
INTRODUCTION AND CHANGE OF CONTROL
This Information Statement is being furnished to all holders of record of common stock, par
value $0.0001 per share (Common Stock), of QuikByte Software, Inc., a Colorado
corporation (QuikByte, we, our or the Company) at the close
of business on August 13, 2009 (the Record Date) in accordance with the requirements of
Section 14(f) of the Securities Exchange Act of 1934, as amended (the Exchange Act) and
Rule 14f-1 promulgated under the Exchange Act, in connection with an anticipated change in majority
control of QuikBytes Board of Directors (the Board) other than by a meeting of
shareholders. This Information Statement is being distributed on or about August 17, 2009.
NO VOTE OR OTHER ACTION OF THE COMPANYS SHAREHOLDERS
IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT.
NO PROXIES ARE BEING SOLICITED AND
YOU ARE REQUESTED NOT TO SEND THE COMPANY A PROXY.
On July 14, 2009, the Company entered into a Merger Agreement (the Merger Agreement)
by and among the Company, Sorrento Therapeutics, Inc., a Delaware corporation (Sorrento),
Sorrento Merger Corp., Inc., a Delaware corporation and wholly-owned subsidiary of the Company
(Merger Sub), Stephen Zaniboni, as Stockholders Agent thereunder, and Glenn Halpryn, as
Parent Representative thereunder. Upon the satisfaction or waiver of the conditions set forth in
the Merger Agreement, the Company will acquire Sorrento via a merger whereby Merger Sub will be
merged with and into Sorrento (the Merger) with Sorrento continuing as the surviving
entity in the Merger and as a wholly-owned subsidiary of the Company. Following consummation of
the Merger, the Companys primary business will be that of Sorrentos. At the closing of the
Merger (the Merger Closing), all of the issued and outstanding shares of Sorrento common
stock (the Sorrento Shares) will be converted into the right to receive shares of Common
Stock. Immediately following the completion of the Merger, the current QuikByte shareholders will
own approximately 4.92% of the Company, the New Investors (as defined below) will own approximately
19.83% of the Company, and the former holders of Sorrento Shares will own approximately 75.25% of
the Company, in each case on a fully-diluted basis.
It is anticipated that the Merger Closing will occur prior to August 31, 2009, but no earlier
than ten days after the later of the date of the filing of this Information Statement with the
Securities and Exchange Commission (the SEC) or the date of mailing of this Information
Statement to the Companys shareholders. Pursuant to the terms of the Merger Agreement, at the
Merger Closing, (i) the existing directors of the Company will expand the size of the Board from
five to seven directors, (ii) the existing directors, except Mr. Glenn Halpryn and Dr. Curtis
Lockshin, and the officers, except Mr. Alan Jay Weisberg, of the Company will resign effective upon
the Closing, (iii) the existing directors will appoint the directors detailed below to serve as the
directors of the Company, and (iv) the existing directors will appoint the officers detailed below
to serve as the officers of the Company. As a result of
these transactions, control of the Company will pass to the former holders of Sorrento Shares
(the Change of Control).
The closing of the Merger is subject to, among other conditions, the Companys receipt of an
aggregate investment of $2.0 million from certain investors (the New Investors) in
exchange for shares of Common Stock. The Company anticipates that among the New Investors will be
affiliates of Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO Health, Inc.
(OPKO), which is an existing Sorrento stockholder, Mr. Glenn L. Halpryn, the Companys
Chairman of the Board, President and Chief Executive Officer, Mr. Noah M. Silver, the Companys
Vice President, Secretary, Treasurer and a director, Mr. Ronald Stein, a director of the Company,
and Mr. Steven Jerry Glauser, a greater than 5% shareholder of the Company. Proceeds from these
investments are expected to be used to fund the Companys general working capital and post-Merger
research and development activities. The Merger Agreement also provides that certain existing
shareholders of QuikByte, holders of at least 95% of the Sorrento Shares and the holders of at
least 95% of the shares of Common Stock to be acquired by the New Investors will enter into a
lock-up agreement in respect of each such persons shares of Common Stock, providing that such
shares may not be sold, directly or indirectly, for a period of 18 months following consummation of
the Merger, subject to certain exceptions.
As of August 13, 2009, the Company had 11,073,946 shares of Common Stock issued and
outstanding and no shares of preferred stock, par value $0.0001 per share, issued and outstanding.
Each share of Common Stock is entitled to one vote. Shareholders of QuikByte will have the
opportunity to vote with respect to the election of directors at the next annual meeting of
QuikByte shareholders.
2008 TRANSACTION
On June 2, 2008, KI Equity Partners V, LLC, a Delaware limited liability company (KI
Equity), and Mr. Kevin R. Keating (Keating) entered into a Stock Purchase Agreement,
as amended (the KI/Keating Purchase Agreement), with Mr. Glenn L. Halpryn, as agent for
certain investors in the Company (the Investors), pursuant to which KI Equity and Keating
agreed to sell to the Investors, and the Investors agreed to purchase from KI Equity and Keating,
an aggregate of 6,910,000 shares (on a post-reverse split basis) of our common stock (the
KI/Keating Shares), for an aggregate purchase price of $926,273.46, or approximately $0.134 per
share.
Also on June 2, 2008, the Investors entered into a Stock Purchase Agreement, as amended (the
Garisch Purchase Agreement), with Garisch Financial, Inc., an Illinois corporation
(Garisch), pursuant to which Garisch agreed to sell to the Investors, and the Investors
agreed to purchase from Garisch, 550,000 shares (on a post-reverse split basis) of our common stock
(the Garisch Shares), for an aggregate purchase price of $73,726.54, or approximately
$0.134 per share.
The closings of the transactions (the 2008 Transaction) contemplated by the
KI/Keating Purchase Agreement and the Garisch Purchase Agreement (the Closings) occurred
simultaneously on July 7, 2008. At the time of the Closings, the KI/Keating Shares represented
approximately 87% of the issued and outstanding shares of our common stock, and the Garisch Shares
represented approximately 6.9% of the issued and outstanding shares of our common stock.
To the Companys knowledge, as of the Record Date, the Investors, in the aggregate,
beneficially own approximately 95.8% of the issued and outstanding shares of our common stock.
Those Investors who beneficially own greater than 5% of the issued and outstanding shares of our
common stock are disclosed below in the section entitled Security Ownership of Certain Beneficial
Owners and Management. To the Companys knowledge, the source of the purchase price for the
KI/Keating Shares and the Garisch Shares was from the personal funds and the working capital of the
Investors.
Pursuant to the terms of the KI/Keating Purchase Agreement and effective upon the Closings,
Keating resigned from his positions as our Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer, and Keating, Jeff Andrews and Margie Blackwell (the
Existing Directors) resigned from their positions as members of our board of directors.
Also pursuant to the terms of the KI/Keating Purchase Agreement, the Existing Directors (i) amended
our Bylaws in order to increase the size of the Board from three directors to five
directors, (ii) appointed Mr. Glenn L. Halpryn, Mr. Alan Jay Weisberg, Mr. Noah M. Silver, Dr.
Curtis Lockshin and Mr. Ronald Stein (the New Directors) as the members of our board of
directors, effective upon the Closings, and (iii) appointed Mr. Glenn L. Halpryn to serve as our
President and Chief Executive Officer, effective upon the Closings.
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DIRECTORS AND OFFICERS
PRIOR TO THE MERGER
The following table sets forth information regarding the Companys executive officers and
directors prior to the Change of Control. All directors serve until the next annual meeting of
shareholders or until their successors are elected and qualified. Officers are elected by the
Board and their terms of office are at the discretion of the Board. There is no family
relationship between any director or executive officer.
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Name |
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Age |
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Title |
Glenn L. Halpryn
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48 |
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Chairman of the Board, Chief Executive Officer and
President |
Alan Jay Weisberg
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63 |
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Chief Financial and Accounting Officer and Director |
Noah M. Silver
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50 |
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Vice President, Secretary, Treasurer and Director |
Curtis Lockshin
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49 |
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Director |
Ronald Stein
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48 |
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Director |
Glenn L. Halpryn, age 48, has been our Chairman of the Board, Chief Executive Officer and
President since July 2008. Mr. Halpryn also serves as a director of Castle Brands Inc., a
developer and international marketer of premium branded spirits whose shares are traded on the NYSE
Amex (formerly known as the American Stock Exchange), and a director of Ideation Acquisition Corp.,
a publicly traded special purpose acquisition corporation seeking to effect a merger in the digital
media sector. Mr. Halpryn has also served as a director of Winston Pharmaceuticals, Inc., a
publicly held corporation and the parent company of Winston Laboratories, Inc., since September
2008. Mr. Halpryn served as the Chairman of the Board and Chief Executive Officer of Getting Ready
Corporation, a publicly held shell corporation, from December 2006 until its merger with Winston
Laboratories in September 2008. Mr. Halpryn served as the Chairman of the Board, Chief Executive
Officer and President of clickNsettle.com, Inc., a publicly held shell corporation, from October
2007 until September 2008, following its merger with Cardo Medical, LLC. Mr. Halpryn was the
President and Secretary and a director of Longfoot Communications Corp., a publicly held shell
corporation, from March 2008 until its merger with Kidville Holdings, LLC in August 2008. Mr.
Halpryn served as a director of Ivax Diagnostics, Inc., a publicly held corporation, from October
2002 until September 2008. Mr. Halpryn was Chairman of the Board and Chief Executive Officer of
Orthodontix, Inc., a publicly held corporation, from April 2001 until Orthodontix merged with
Protalix BioTherapeutics, Inc. in December 2006. Mr. Halpryn is also Chief Executive Officer and a
director of Transworld Investment Corporation (TIC), serving in such capacity since June
2001. Since 2000, Mr. Halpryn has been an investor and the managing member of investor groups that
were joint venture partners in 26 land acquisition and development projects with one of the largest
home builders in the country. From 1984 to June 2001, Mr. Halpryn served as Vice
President/Treasurer of TIC. From 1999, Mr. Halpryn also served as Vice President of Ivenco, Inc.
(Ivenco) until Ivencos merger into TIC in June 2001. In addition, since 1984, Mr.
Halpryn has been engaged in real estate investment and development activities. From April 1988
through June 1998, Mr. Halpryn was Vice Chairman of Central Bank, a Florida state-chartered bank.
Since June 1987, Mr. Halpryn has been the President of and beneficial holder of stock of United
Security Corporation, a broker-dealer registered with FINRA. From June 1992 through May 1994, Mr.
Halpryn served as the Vice President, Secretary-Treasurer of Frost Hanna Halpryn Capital Group,
Inc., a blank check company whose business combination was effected in May 1994 with Sterling
Healthcare Group, Inc. From June 1995 through October 1996, Mr. Halpryn served as a member of the
Board of Directors of Sterling Healthcare Group, Inc.
Alan Jay Weisberg, age 63, has been our Chief Financial and Accounting Officer and director
since July 2008. Mr. Weisberg served as the Chief Financial Officer and a director of Getting
Ready Corporation, a publicly held shell corporation, from December 2006 until its merger with
Winston Laboratories in September 2008, the Chief Financial Officer and a director of
clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until its merger with
Cardo Medical, LLC in September 2008, and the Chief Financial Officer of Longfoot
Communications Corp., a publicly held shell corporation, from March 2008 until its merger with
Kidville Holdings, LLC in August 2008. Mr. Weisberg was the Acting Chief Financial Officer of
Orthodontix, Inc. from September 1999 until December 2006 and the Treasurer and a director of
Orthodontix, Inc. from April 2001 until Orthodontix merged with Protalix BioTherapeutics, Inc. in
December 2006. Since July 1986, Mr. Weisberg has been a stockholder in the accounting firm of
Weisberg Brause & Co., Boca Raton, Florida. Mr. Weisberg has been the principal financial officer
of United Security Corporation, a broker-dealer registered with FINRA, since June 1987.
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Noah M. Silver, age 50, has been our Vice President, Secretary Treasurer and a director since
July 2008. Mr. Silver was the Vice President, Secretary Treasurer and a director of Getting Ready
Corporation, a publicly held shell corporation, from December 2006 until its merger with Winston
Laboratories in September 2008, and the Vice President, Secretary Treasurer and a director of
clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until its merger with
Cardo Medical, LLC in September 2008. Mr. Silver was a director of Orthodontix, Inc. from 2001
until Orthodontix merged with Protalix BioTherapeutics, Inc. in December 2006. Mr. Silver has been
the Chief Financial Officer of TIC since June 2001, a firm in which Mr. Halpryn is the Chief
Executive Officer and a director. From March 2000, Mr. Silver served as the Chief Financial
Officer of Ivenco, serving in such capacity until Ivencos merger into TIC in June 2001. From
January 1997 through February 1999, Mr. Silver was the President of Dryclean USA, Florida Division,
and Dryclean USA Franchise Company. From April 1995 through December 1996, Mr. Silver was the
Florida Division Controller and Vice President of Dryclean USA, the parent company of Dryclean USA,
Florida Division. Mr. serves as a member of the Audit Committee of the School District of Palm
Beach County. Mr. Silver is a Certified Public Accountant and a Certified Management Accountant
and has earned a Master of Accounting Degree.
Curtis
Lockshin, Ph.D., age 49, has been a director of QuikByte since July 2008. Dr. Lockshin has
served as a director of Winston Pharmaceuticals, Inc., a publicly held corporation and the parent
company of Winston Laboratories, Inc., since September 2008. Dr. Lockshin served as a director of
Getting Ready Corporation, a publicly held shell corporation, from December 2006 until its merger
with Winston Laboratories in September 2008. Dr. Lockshin served as a director of
clickNsettle.com, Inc., a publicly held shell corporation, from October 2007 until its merger with
Cardo Medical, LLC in September 2008. Since 2003, Dr. Lockshin has been an independent
pharmaceutical & life sciences consultant, focused on small companies that seek to leverage their
technology assets inside healthcare, biotechnology and security sectors. From 1998 to 2002, Dr.
Lockshin was a Scientist, Associate Director, and Director of Discovery Biology & Informatics at
Sepracor Inc., where he was instrumental in establishing the New Leads program, which delivered
novel chemical entities into the preclinical pipeline. In 2002 to 2003, while Director of Discovery
Biology at Beyond Genomics, Inc., Dr. Lockshin co-developed strategies for utilizing proprietary
technology platforms in clinical trial optimization and prediction of off-target drug activities.
Dr. Lockshins current activities include a business development engagement with TelAztec LCC
(Burlington, MA). Since 2004, Dr. Lockshin has served on the Board of Directors of the Ruth K.
Broad Biomedical Research Foundation, a Duke University support corporation, which supports basic
research related to Alzheimers disease and neurodegeneration via intramural, extramural, and
international grants. Dr. Lockshin was a director of Orthodontix, Inc. from July until December
2006. Dr. Lockshin is a co-inventor on several U.S. patents and applications covering
pharmaceuticals, biomaterials, and optics for remote biochemical sensing. He holds a Bachelors
degree in Life Sciences and a Ph.D. in Biological Chemistry, both from the Massachusetts Institute of
Technology.
Ronald Stein, age 48, has been a director of QuikByte since July 2008. From July 1998 until
February 2009, Mr. Stein served as an Executive Director and Head of the Institutional Division of
Stanford Group Company. Prior to joining Stanford, Mr. Stein was a partner in First Equity Corp.
of Florida, a regional boutique investment banking firm that specialized in public and private
offerings for small and mid-size companies. Mr. Stein was also a Senior Vice President with
Prudential Securities & Thomson McKinnon Securities. Mr. Stein attended the University of Florida
and has a B.A. in Business Administration from Florida International University. He is a member of
The National Investment Banking Association.
On July 7, 2008, pursuant to the terms of the KI/Keating Purchase Agreement and effective upon
the Closings, (i) Keating resigned from his positions as the Chief Executive Officer, Chief
Financial Officer, President, Secretary and Treasurer of the Company, (ii) the Existing Directors
resigned from their positions as the directors of the Company, (iii) the Existing Directors elected
the New Directors as the directors of the Company, and (iv) the
Existing Directors appointed Mr. Glenn L. Halpryn to serve as the President and Chief
Executive Officer of the Company. Subsequent to the Closings, the New Directors appointed Mr. Noah
M. Silver as the Vice President, Secretary and Treasurer of the Company and Mr. Alan Jay Weisberg
as the Chief Financial and Accounting Officer of the Company.
None of the officers and/or directors has been involved in reportable legal proceedings.
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CORPORATE GOVERNANCE
Committees of the Board of Directors
The Board does not have any committees at this time.
The Board does not have a nominations committee because the Board does not believe that a
defined policy with regard to the consideration of candidates recommended by shareholders is
necessary at this time because it believes that, given the limited scope of the Companys
operations, a specific nominating policy would be premature and of little assistance until the
Companys business operations are at a more advanced level. There are no specific, minimum
qualifications that the Board believes must be met by a candidate recommended by the Board.
Currently, the entire Board decides on nominees, on the recommendation of any member of the Board,
followed by the Boards review of the candidates resumes and interviews of candidates. Based on
the information gathered, the Board then makes a decision on whether to recommend the candidates as
nominees for director. The Company does not pay any fee to any third party or parties to identify
or evaluate or assist in identifying or evaluating potential nominees.
The Board does not have any defined policy or procedural requirements for shareholders to
submit recommendations or nominations for directors. The Company does not have any restrictions on
shareholder nominations under its articles of incorporation or by-laws. The only restrictions are
those applicable generally under Colorado law and the federal proxy rules. The Board will consider
suggestions from individual shareholders, subject to an evaluation of the persons merits.
Shareholders may communicate nominee suggestions directly to the Board, accompanied by biographical
details and a statement of support for the nominees. The suggested nominee must also provide a
statement of consent to being considered for nomination. There are no formal criteria for
nominees.
Currently, the Board functions as an audit committee and performs some of the same functions
as an audit committee, including the following: (1) selection and oversight of the Companys
independent accountant; (2) establishing procedures for the receipt, retention and treatment of
complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside
advisors. The Board has determined that each of Noah Silver and Alan Jay Weisberg is an audit
committee financial expert within the meaning of the rules and regulations of the SEC. Neither
Mr. Silver nor Weisberg are independent directors. The Company is not a listed company under SEC
rules and therefore is not required to have an audit committee comprised of independent directors.
The Board does not have a compensation committee and is not required to have such a committee
because the Company is not a listed company under SEC rules. The Company is currently a shell
company with nominal assets, no employees and no active business operations. Its business plans
are to seek a private operating company with which to merge or to complete a business combination
transaction. As such, the Company has no formal compensation program for its executive officers,
directors or employees and all directors participate in the consideration of executive officer and
director compensation.
Anyone who has a concern about the Companys conduct, including accounting, internal
accounting controls or audit matters, may communicate directly with the Board, its non-management
directors or, to the extent formed by the Company, the Audit Committee. These communications may
be confidential or anonymous, and may be mailed or reported by phone to the Companys Secretary at
the Companys principal executive office. All of these concerns will be forwarded to the
appropriate directors for their review, and will be simultaneously reviewed and addressed by the
Companys Chief Financial Officer in the same way that the Company addresses other concerns.
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Director Independence
The Board has determined that Dr. Curtis Lockshin and Mr. Ronald Stein are independent
directors as defined under Rule 4200(a)(15) of the NASDAQ Marketplace Rules, as well as Rule
4350(d) of the NASDAQ Marketplace Rules, which governs the independence of audit committee members,
although these independent director standards or any other standards do not directly apply to the
Company because the Company does not currently have any securities that are listed on The NASDAQ
Stock Market, a national securities exchange or an inter-dealer quotation system having
requirements that a majority of our Board be independent. Our Board has determined that Messrs.
Halpryn, Weisberg and Silver are not independent directors as defined under Rule 4200(a)(15) and
Rule 4350(d) of the NASDAQ Marketplace Rules, and that neither of Mr. Kevin Keating, Mr. Jeff
Andrews or Ms. Margie Blackwell was an independent director as defined under Rule 4200(a)(15) and
Rule 4350(d) of the NASDAQ Marketplace Rules during their terms of service.
After the Merger, it is anticipated that the Board will determine that Drs. James Freedman,
Curtis Lockshin and Ernst-Güenter Afting are independent directors as defined under Rule
4200(a)(15) of the Nasdaq Marketplace Rules and that Drs. Schuh and Ji and Messrs. Halpryn and
Zaniboni are not independent directors under such rule.
Meetings of the Board of Directors and Committees
During fiscal year 2008, the Board met on five occasions and each of the current directors
attended at least 75% of the aggregate of the Board meetings. The Board may also act by unanimous
written consent. Consistent with Colorado law and the Companys charter documents, actions taken
by unanimous written consent are valid and effective as if such actions had been approved at a
meeting of the Board duly called and held.
The Company does not have a policy regarding the attendance of its directors at the Companys
annual meetings of shareholders. At least one member of the Board attended the Companys last
annual meeting on February 20, 2007.
Legal Proceedings
To the Companys knowledge, there are no material proceedings to which any current officer or
director of the Company, nor any proposed officer or director of the Company, or any associate of
any such current or proposed director or officer, is a party adverse to the Company or any of its
subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
RELATED PERSON TRANSACTIONS
Transactions with Related Persons
On March 23, 2007, KI Equity, acquired control of the Company under the terms of that certain
Securities Purchase Agreement, dated March 2, 2007 (the 2007 Agreement), between the
Company and KI Equity (the 2007 Transaction). Pursuant to the terms of the 2007
Agreement, the Company agreed to sell to KI Equity, and KI Equity agreed to purchase from the
Company, 6,000,000 shares (on a post-reverse split basis) of Common Stock, for a purchase price of
$600,000. Prior to the closing of the 2007 Transaction, the Company was controlled by Ponce
Acquisition, LLC, a Colorado limited liability company (Ponce Acquisition). To the
Companys knowledge, the source of funds for the 2007 Transaction was from the working capital of
KI Equity. The proceeds from this sale were used to settle a variety of the Companys pre-existing
liabilities.
Prior to the closing of the 2007 Transaction, Bruno Koch, J.B. Heidebrecht and Mark Nixon,
each of whom was a former executive officer and director of the Company for all or a portion of the
period commencing January 26, 1989 and ended on or about December 31, 1991 (collectively, the
Former Principals), agreed to terminate any and all agreements and contracts with the
Company and irrevocably release the Company from any and all debts, liabilities and obligations,
pursuant to the terms and conditions of certain settlement agreements executed by the parties
thereto. The Company paid the Former Principals, at the closing of the 2007 Transaction, an
aggregate cash
payment of $30,000. The Former Principals also cancelled, and returned to the Company, an
aggregate of 245,000 shares (on a post-reverse split basis) of Common Stock.
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Also prior to the closing of the 2007 Transaction, Ponce Acquisition agreed to cancel, and
returned to the Company, an aggregate of 745,000 shares (on a post-reverse split basis) of Common
Stock.
Effective as of the closing of the 2007 Transaction, in accordance with the terms of the 2007
Agreement, the then-existing officers and directors of the Company resigned, and Keating was
appointed the Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer
of the Company and a member of the Board, and Jeff L. Andrews and Margie L. Blackwell were
appointed as members of the Board.
On June 2, 2008, KI Equity, at the time the largest holder of Common Stock, and Keating, who
at the time was the Companys Chief Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer and a Director, entered into the KI/Keating Purchase Agreement pursuant to
which KI Equity and Keating agreed to sell to the Investors, and the Investors agreed to purchase
from KI Equity and Keating, the KI/Keating Shares for an aggregate purchase price of $926,273.
Also on June 2, 2008, the Investors entered into the Garisch Purchase Agreement with Garisch,
pursuant to which Garisch agreed to sell to the Investors, and the Investors agreed to purchase
from Garisch, the Garisch Shares for an aggregate purchase price of $73,727.
The closings of the transactions contemplated by the KI/Keating Purchase Agreement and the
Garisch Purchase Agreement occurred simultaneously on July 7, 2008. At the time of the Closings,
the KI/Keating Shares represented approximately 87% of the issued and outstanding shares of Common
Stock, and the Garisch Shares represented approximately 6.9% of the issued and outstanding shares
of Common Stock.
Pursuant to the terms of the KI/Keating Purchase Agreement and effective upon the Closings,
Keating resigned from his positions as the Chief Executive Officer, Chief Financial Officer,
President, Secretary and Treasurer of the Company, and the Existing Directors resigned from their
positions as the directors of the Company. Also pursuant to the terms of the KI/Keating Purchase
Agreement, the Existing Directors (i) amended the Bylaws of the Company in order to increase the
size of the Board from three directors to five directors, (ii) appointed the New Directors,
effective upon the Closings, and (iii) appointed Mr. Glenn L. Halpryn to serve as the President and
Chief Executive Officer of the Company, effective upon the Closings. Subsequent to the Closings,
the New Directors appointed Mr. Noah M. Silver as the Vice President, Secretary and Treasurer of
the Company and Mr. Alan Jay Weisberg as the Chief Financial and Accounting Officer of the Company.
In connection with the 2008 Transaction, the Company terminated that certain Management
Agreement, dated as of March 26, 2007, as amended (the Management Agreement), by and
between the Company and Vero Management, L.L.C., a Delaware limited liability company
(Vero). The Company did not incur any termination penalties in connection with the
termination of the Management Agreement. Under the terms of the Management Agreement, Vero provided
the Company with managerial and administrative services in exchange for a monthly fee of $1,000.
Vero is owned and controlled by Keating, who, prior to the 2008 Transaction, served as a director
and the Chief Executive Officer, Chief Financial Officer, President, Treasurer and Secretary of the
Company. Keating is the father of Mr. Timothy J. Keating, the managing member of Keating
Investments, LLC. Keating Investments, LLC is the managing member of KI Equity, which, prior to the
2008 Transaction, was the controlling shareholder of the Company.
On July 7, 2008, after the closing of the 2008 Transaction, the Company issued an aggregate of
3,143,700 shares of Common Stock (on a post-reverse split basis) to the Investors for an aggregate
offering price of $562,500. As part of this issuance, Mr. Glenn L. Halpryn, the Companys Chairman,
Chief Executive Officer and President, acquired 747,611.1 shares of Common Stock for $36,563, Mr.
Noah M. Silver, the Companys Vice President, Secretary, Treasurer and a director, acquired
382,155.6 shares of Common Stock for $16,563, Mr. Alan Jay Weisberg, the Companys Chief Financial
and Accounting Officer and a director, acquired 78,592.5 shares of Common Stock for $3,125 and Mr.
Ronald Stein, a director of the Company, acquired 29,472.2 shares of Common Stock for $9,375. Also
as part of the issuance, Mr. Glenn L. Halpryns father, Ernest Halpryn, acquired 279,985.8 shares
of Common Stock for an aggregate purchase price of $23,438, and Steven Jerry Glauser, who
beneficially
owns 37.1% of the Companys issued and outstanding Common Stock, acquired 844,869.4 of shares
of Common Stock for an aggregate purchase price of $225,000.
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As further set forth below, certain of the director and officer nominees have direct and
indirect interests in the Merger described above under the heading Introduction and Change of
Control. The approximate dollar value of the Merger, including the value of the Investment (as
defined below), is $10.1 million (the Valuation).
Dr. Antonius Schuh, a nominee for the positions of Chairman of the Board and Chief Executive
Officer of the Company, is currently the Chairman of the Board and Chief Executive Officer of
Sorrento and holds 15.0% of the Sorrento Shares. Based upon the Valuation, the approximate dollar
value of Dr. Schuhs interest in the Merger based upon his holdings of Sorrento Shares is $1.1
million. Upon the Merger Closing, the Company will pay Dr. Schuh an annual salary of $250,000 to
serve as the Chief Executive Officer of the Company.
Dr. Henry Ji, a nominee for the positions of director and Chief Scientific Officer of the
Company, is currently a director and the Chief Scientific Officer of Sorrento and holds 30.1% of
the Sorrento Shares. Based upon the Valuation, the approximate dollar value of Dr. Jis interest
in the Merger based upon his holdings of Sorrento Shares is $2.3 million. Upon the Merger Closing,
the Company will pay Dr. Ji an annual salary of $240,000 to serve as the Chief Scientific Officer
of the Company.
Mr. Stephen Zaniboni, a director nominee, is currently a director and the Chief Financial
Officer and Vice President of Sorrento and holds 15.0% of the Sorrento Shares. Based upon the
Valuation, the approximate dollar value of Mr. Zanibonis interest in the Merger based upon his
holdings of Sorrento Shares is $1.1 million.
Dr. James Freedman, a director nominee, currently serves as the Executive Vice President of
R&D and Business Development of OPKO, which holds 34.8% of the Sorrento Shares. Based upon the
Valuation, the approximate dollar value of OPKOs interest in the Merger based upon its holdings of
Sorrento Shares is $2.6 million.
The closing of the Merger is subject to, among other conditions, the Companys receipt of an
aggregate investment of $2.0 million from the New Investors in exchange for shares of Common Stock
(the Investment). The Company anticipates that among the New Investors will be
affiliates of Dr. Phillip Frost, Chairman and Chief Executive Officer of OPKO, which is an existing
Sorrento stockholder, Mr. Glenn L. Halpryn, the Companys Chairman of the Board, President and
Chief Executive Officer, Mr. Noah M. Silver, the Companys Vice President, Secretary, Treasurer and
a director, Mr. Ronald Stein, a director of the Company, and Mr. Steven Jerry Glauser, a greater
than 5% shareholder of the Company. Proceeds from these investments are expected to be used to fund
the Companys general working capital and post-Merger research and development activities. The
Company has neither negotiated definitive terms for the Investment nor entered into any definitive
agreements in respect thereof, and the approximate dollar value of the amount of each related
persons interest in the Investment is not yet known to the Company.
Review, Approval or Ratification of Transactions with Related Persons
The Companys Board conducts an appropriate review of and oversees all related party
transactions on a continuing basis and reviews potential conflict of interest situations where
appropriate. The Board has not adopted formal standards to apply when it reviews, approves or
ratifies any related party transaction. However, traditionally, the Board has followed the
following standards: (i) all related party transactions must be fair and reasonable to the Company
and on terms comparable to those reasonably expected to be agreed to with independent third parties
for the same goods and/or services at the time they are authorized by the Board and (ii) all
related party transactions should be authorized, approved or ratified by the affirmative vote of a
majority of the directors who have no interest, either directly or indirectly, in any such related
party transaction.
8
DIRECTORS AND OFFICERS
AFTER THE MERGER
It is anticipated that, at the Merger Closing, the existing directors, except Mr. Glenn
Halpryn and Dr. Curtis Lockshin, and the existing officers, except Mr. Alan Jay Weisberg, of the
Company will resign and following persons will be appointed as the new directors and officers of
the Company. All directors serve until the next annual meeting of shareholders or until their
successors are elected and qualified. Officers are elected by the Board and their terms of office
are at the discretion of the Board. There is no family relationship between any of the proposed
directors or executive officers.
|
|
|
|
|
|
|
Name |
|
Age |
|
Title |
Dr. Antonius Schuh
|
|
|
46 |
|
|
Chairman and Chief Executive Officer |
Dr. Henry Ji
|
|
|
45 |
|
|
Director and Chief Scientific Officer |
Stephen Zaniboni
|
|
|
51 |
|
|
Director |
Dr. James Freedman
|
|
|
43 |
|
|
Director |
Glenn L. Halpryn
|
|
|
48 |
|
|
Director |
Dr. Curtis Lockshin
|
|
|
49 |
|
|
Director |
Ernst-Güenter Afting, Ph.D., M.D.
|
|
|
67 |
|
|
Director |
Alan Jay Weisberg
|
|
|
63 |
|
|
Chief Financial and Accounting Officer |
Biographical information for Messrs. Halpryn and Weisberg and Dr. Lockshin is set forth above
in the section entitled Directors and Officers Prior to the Merger. Pursuant to the terms of the
Merger Agreement, Mr. Halpryn was selected by OPKO to remain as a director of the Company.
Antonius Schuh, Ph.D., age 46, co-founded Sorrento in January 2006 and has served as its
Chairman since such time and as its President and Chief Executive Officer since November 2008.
Prior to co-founding Sorrento, from September 2007 to September 2008 Dr. Schuh served as Chief
Executive Officer of AviaraDx (now bioTheranostics, a bioMerieux company), a molecular diagnostic
testing cancer profiling company that is focused on developing and commercializing molecular
diagnostic technologies with proven clinical utility. From March 2005 to April 2006, Dr. Schuh was
Chief Executive Officer of Arcturus Bioscience Inc., a developer of laser capture microdissection
and reagent systems for microgenomics. From December 1996 to February 2005, Dr. Schuh was employed
by Sequenom Inc., a publicly traded diagnostic testing and genetics analysis company. He started
with Sequenom as a Managing Director and was promoted to Executive Vice President, Business
Development and Marketing, and from May 2000 to February 2005, served as Sequenoms President and
Chief Executive Officer. He also previously served as the Head of Business Development at Helm AG,
an international trading and distribution corporation for chemical and pharmaceutical products, and
in medical and regulatory affairs positions with Fisons Pharmaceuticals (now Sanofi-Aventis).
Since May 2009, Dr. Schuh has served as a director of Transgenomic, Inc., a public biotechnology
company that provides products and services for automated high sensitivity genetic variation and
mutation analysis. Dr. Schuh is a certified pharmacist and earned his Ph.D. in pharmaceutical
chemistry from the University of Bonn, in Germany.
Henry Ji, Ph.D., age 45, co-founded Sorrento in January 2006 and has served as its Chief
Scientific Officer since November 2008 and as a director since January 2006. In 2002, Dr. Ji
founded BioVintage, Inc., a research and development company focusing on innovative life science
technology and product development, distribution and technology license, and has served as its
President since 2002. From 2001 to 2002 Dr. Ji served as Vice President of CombiMatrix
Corporation, a publicly traded biotechnology company that develops proprietary technologies,
including products and services in the areas of drug development, genetic analysis, molecular
diagnostics and nanotechnology. During his tenure at CombiMatrix, Dr. Ji was responsible for
strategic technology alliances with biopharmaceutical companies. From 1999 to 2001, Dr. Ji served
as Director of Business Development, and in 2001 as Vice President, of Stratagene Corporation, a
publicly traded company that develops innovative products and technologies for life science
research, where he was responsible for novel technology and product license and development. In
1997, Dr. Ji co-founded Stratagene Genomics, Inc., a wholly owned subsidiary of Stratagene
Corporation, and served as its President and Chief Executive Officer from its founding until 1999.
Dr. Ji is the holder of several issued and pending patents in the life science research field and
is the sole inventor of Sorrentos
intellectual property. Dr. Ji has a Ph.D. in Animal Physiology from the University of
Minnesota and a B.S. in Biochemistry from Fudan University. Dr. Ji was selected as a director
nominee by Dr. Schuh pursuant to the terms of the Merger Agreement.
9
Stephen Zaniboni, age 51, currently serves as the Chief Financial Officer of Sorrento and
XIFIN Inc., a health care information technology company focusing on revenue cycle management, and
has held such positions since January 2006 and January 2009, respectively. From May 2006 to
September 2008, Mr. Zaniboni served as the Chief Financial Officer of AviaraDx (now
bioTheranostics, a bioMerieux company), a molecular diagnostic testing cancer profiling company
that is focused on developing and commercializing molecular diagnostic technologies with proven
clinical utility. From October 2005 to April 2006, Mr. Zaniboni served as Chief Financial Officer
of Arcturus Bioscience, a developer of laser capture microdissection and reagent systems for
microgenomics. He joined Arcturus from Sequenom Inc., a publicly traded diagnostic testing and
genetics analysis company, where he served as Chief Financial Officer from May 1997 to September
2005. Mr. Zaniboni has held various financial management positions at Aspect Medical Systems,
Behring Diagnostics and Boston Scientific. He holds a B.S. in accounting from Boston University
and an M.B.A. from Boston College. Mr. Zaniboni was selected as a director nominee by Dr. Schuh
pursuant to the terms of the Merger Agreement.
Ernst-Güenter Afting, Ph.D., M.D., age 67, currently serves as an advisor to Sorrento. From
1995 until his retirement in 2006, Dr. Afting served as President and Chief Executive Officer of
the National Research Center for Environment and Health, GSF-National Research Center for
Environment and Health GmbH, a governmental research center in Munich, Germany. From 1993 to 1995,
he served as President and Chief Executive Officer of Roussel UCLAF, Paris. Dr. Afting was also a
member of the board of the Pharmaceutical Division of Hoechst Group from 1984 to 1993 and was
Chairman and Chief Executive Officer of the Divisional Pharmaceutical Board of Hoechst from
1992-1993. Dr. Afting was a member of the advisory committee on science and technology to German
Chancellor Helmut Kohl from 1996 to 1997 and from 1996 to 2005 was a member of the German National
Advisory Committee on Health Research to the State Secretaries of Science, Technology and Health.
Dr. Afting has been a member of the medical faculty at the University of Goettingen since 1985. Dr.
Afting currently serves on the boards of Sequenom, Inc., Intercell AG, Enanta Pharmaceuticals, Inc.
and Olympus Europa GmbH. He received his Ph.D. in Chemistry and M.D. from the University of
Freiburg/Breisgau, Germany. Dr. Afting was selected as a director nominee by Dr. Schuh pursuant to
the terms of the Merger Agreement.
S. James Freedman, M.D., Ph.D., age 43, has served as Executive Vice President of R&D and
Business Development of OPKO since June 2009. Prior to joining OPKO, from January 2008 to June
2009 Dr. Freedman served as Chief Executive Officer, President, Chief Medical Officer and a
director of Locus Pharmaceuticals, Inc., a private biotechnology company in Blue Bell, PA focused
on the discovery and development of novel computationally designed drugs for cancer and
inflammation. From 2006 to January 2008, Dr. Freedman served as a Senior Director, Clinical
Research with Merck & Co., Inc. where he conducted and supervised drug development programs,
including those dealing with RNA interference modalities. Dr. Freedman served as a Director,
Clinical Research at Merck from 2004 to 2006 and Associate Director, Clinical Research from 2003 to
2004. Prior to joining Merck, Dr. Freedman served as a Research Associate at the Beth Israel
Deaconess Medical Center at Harvard University and conducted postdoctoral research at the
Dana-Farber Cancer Institute at Harvard University. Dr. Freedman received his M.D. and Ph.D.
degrees from Tufts University in Boston, Massachusetts and his B.Sc. degree from McGill University
in Montreal, Quebec. He is triple Board-certified in Internal Medicine and Hematology & Oncology.
Dr. Freedman was selected as a director nominee by OPKO pursuant to the terms of the Merger
Agreement.
None of the officer and/or director nominees has been involved in reportable legal
proceedings.
10
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table contains information regarding the beneficial ownership of our Common
Stock as of the Record Date for (i) persons who beneficially own more than 5% of our Common Stock;
(ii) our directors and nominees for director; (iii) our named executive officers; and (iv) all of
our current executive officers and directors as a group. Percentage of beneficial ownership is
based on 11,073,946 shares of Common Stock outstanding as of the Record Date.
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
|
|
Outstanding Shares |
|
Percentage of |
|
|
Beneficially |
|
Outstanding Shares |
Name and Title of Beneficial Owner |
|
Owned(1) |
|
of Common Stock |
Glenn L. Halpryn, Chairman, Chief Executive Officer and |
|
|
864,173.7 |
|
|
|
7.8 |
% |
President
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noah M. Silver, Vice President, Secretary, Treasurer and |
|
|
405,466.6 |
|
|
|
3.7 |
% |
Director
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Jay Weisberg, Chief Financial and Accounting Officer and |
|
|
78,592.5 |
|
|
|
* |
|
Director
2500 North Military Trail
Suite 206
Boca Raton, Florida 33431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Curtis Lockshin, Director
|
|
|
|
|
|
|
* |
|
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ronald Stein, Director
|
|
|
169,347.2 |
|
|
|
1.5 |
% |
4400 Biscayne Boulevard
Suite 950
Miami, Florida 33137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Antonius Schuh, Nominee for Chairman and Chief Executive
|
|
|
|
|
|
|
* |
|
c/o Sorrento Therapeutics, Inc.
10054 Mesa Ridge Court, Suite 122
San Diego, California 92121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. Henry Ji, Nominee for Director and Chief Scientific Officer
|
|
|
|
|
|
|
* |
|
c/o Sorrento Therapeutics, Inc.
10054 Mesa Ridge Court, Suite 122
San Diego, California 92121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen Zaniboni, Nominee for Director
|
|
|
|
|
|
|
* |
|
c/o Sorrento Therapeutics, Inc.
10054 Mesa Ridge Court, Suite 122
San Diego, California 92121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dr. James Freedman, Nominee for Director
|
|
|
|
|
|
|
* |
|
4400 Biscayne Boulevard
Miami, Florida 33137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ernst-Güenter Afting, Ph.D., M.D., Nominee for Director
|
|
|
|
|
|
|
* |
|
c/o Sorrento Therapeutics, Inc.
10054 Mesa Ridge Court, Suite 122
San Diego, California 92121 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin R. Keating, Former Principal Executive Officer and |
|
|
|
|
|
|
* |
|
Former Principal Financial Officer
190 Lakeview Way
Vero Beach, Florida 32963 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reed Clayson, Former Principal Executive Officer and Former |
|
|
|
|
|
|
* |
|
Principal Financial Officer
11158 West 68th Way
Arvada, Colorado 80004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All current executive officers and directors as a |
|
|
1,600,000 |
|
|
|
2.0 |
% |
group (5 persons) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5% Stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven Jerry Glauser
|
|
|
4,108,619.4 |
|
|
|
37.1 |
% |
1400 16th Street
Suite 510
Denver, Colorado 80202 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Beneficial ownership is determined in accordance with the rules of the SEC, which include
holding voting and investment power with respect to the securities. |
11
Except as set forth in this Information Statement, there are no arrangements known to the
Company, the operation of which may at a subsequent date result in a change in control of the
Company.
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the total compensation paid to or earned by each of the
Companys named executive officers who served as executive officers during all or a portion of the
fiscal years ended December 31, 2008 and 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid |
|
All Other |
|
|
Name |
|
Principal Position |
|
Year |
|
Bonus |
|
Stock Awards |
|
in Cash |
|
Compensation |
|
Total |
Glenn L. Halpryn |
|
Chairman of the |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
$ |
3,000 |
(a) |
|
|
|
|
|
$ |
3,000 |
|
|
|
Board, Chief
Executive Officer
and President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alan Jay Weisberg |
|
Chief Financial and |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
$ |
3,000 |
(a) |
|
$ |
4,000 |
(b) |
|
$ |
7,000 |
|
|
|
Accounting Officer
and Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noah M. Silver |
|
Vice President, |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
$ |
3,000 |
(a) |
|
|
|
|
|
$ |
3,000 |
|
|
|
Secretary,
Treasurer and
Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin R. Keating (c) |
|
Former Chief |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Officer,
Chief Financial
Officer, President,
Secretary and
Treasurer
|
|
|
2007 |
|
|
|
|
|
|
$ |
16,000 |
(d) |
|
|
|
|
|
|
|
|
|
$ |
16,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reed Clayson (e) |
|
Former President, |
|
|
2007 |
|
|
$ |
5,000 |
(f) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,000 |
|
|
|
Secretary and
Director |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Includes $3,000 received for service as a director of the Company from July 7, 2008 to
December 31, 2008. |
|
(b) |
|
Includes $4,000 paid for consulting services to Weisberg Brause & Co., a certified public
accounting firm of which Alan Jay Weisberg is a stockholder. |
|
(c) |
|
Resigned as of July 7, 2008. |
|
(d) |
|
On March 26, 2007, the Company issued 160,000 shares of Common Stock (on a post-reverse stock
split basis) to Kevin R. Keating for services rendered to the Company valued at $16,000, or
$0.10 per share. |
|
(e) |
|
Resigned as of March 26, 2007. |
|
(f) |
|
Compensation received upon the consummation of the 2007 Transaction for services as a
director of the Company. |
12
The Company paid no perquisites or other personal benefits to its executive officers during
the fiscal years ended December 31, 2008 and 2007.
Employment and Other Agreements
The Company has no employment agreements or other agreements with any of its executive
officers or employees. The Company intends to enter into employment letters (the Employment
Letters) with each of Drs. Antonius Schuh and Henry Ji pursuant to which, effective upon the
Merger Closing, they will be employed as the Chief Executive Officer and Chief Scientific Officer
of the Company, respectively. Each Employment Letter will be for a term of three years from the
Merger Closing (the Term). Under their respective Employment Letters, Dr. Schuh will
receive an annual salary of $250,000, Dr. Ji will receive an annual salary of $240,000 and each
will be eligible to participate in any cash-bonus program and equity award plan of the Company in
such amounts as the Board shall determine in its sole discretion.
Each of Dr. Schuhs and Dr. Jis Employment Letter will provide that in the event his
employment with the Company is terminated prior to the end of the Term for any reason other than
for cause, then concurrent with such termination, he will be entitled to receive (i) all
compensation accrued, but unpaid, up to the date of termination, and (ii) severance in an amount
equal to one years then base salary. In addition, the vesting of all stock options or other
equity awards then held by him will accelerate in full and be exercisable for a period of 90 days
after any such termination. For each of the Employment Letters, cause will be defined to mean
(i) any dishonesty that is intended to materially injure the business of the Company, (ii)
conviction of any felony, or (iii) any wanton or willful dereliction of duties that are not cured
after being provided with 30 days written notice.
Equity Awards
The Company terminated its 1989 Stock Option Plan on February 23, 2007, and there are no
equity awards outstanding as of the end of the Companys last completed fiscal year.
Director Compensation
The following table summarizes the total compensation paid to or earned by each of the
Companys directors who served during all or a portion of the fiscal year ended December 31, 2008.
The compensation of directors who also serve as executive officers of the Company is detailed above
under the heading Summary Compensation Table.
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or |
|
|
Name |
|
Paid in Cash |
|
Total |
Curtis Lockshin |
|
$ |
3,000 |
|
|
$ |
3,000 |
|
Ronald Stein |
|
$ |
3,000 |
|
|
$ |
3,000 |
|
Jeff L. Andrews (a) |
|
|
|
|
|
|
|
|
Margie L. Blackwell (a) |
|
|
|
|
|
|
|
|
|
|
|
(a) |
|
Resigned on July 7, 2008 in connection with the Closings of the transactions contemplated by
the KI/Keating Purchase Agreement. |
13
From July 2008 through June 2009, the directors of the Company received a fee of $750 for
their attendance at each Board meeting, telephonic or otherwise. Beginning in July 2009, the
directors of the Company ceased receiving fees for their services as directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Companys officers and directors, and persons
who own more than ten percent of a registered class of the Companys equity securities, to file
reports of ownership and changes in ownership with the SEC. Officers, directors and greater than
ten percent shareholders are required by the rules and regulations of the SEC to furnish the
Company with copies of all forms they file pursuant to Section 16(a). Based solely on the
Companys review of the copies of such forms it received or written representations from reporting
persons required to file reports under Section 16(a), to the Companys knowledge, all of the
Section 16(a) filing requirements applicable to such persons with respect to fiscal year 2008 were
complied with on a timely basis.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We are required to file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the SECs public reference
rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies of the documents at
prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room
1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the
operation of the public reference rooms. Copies of our SEC filings are also available to the
public from the SECs web site at www.sec.gov.
SIGNATURE
In accordance with Section 14(f) of the Exchange Act, the Registrant has caused this
Information Statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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QuikByte Software, Inc.
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By: |
/s/ Glenn L. Halpryn
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Name: |
Glenn L. Halpryn |
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Title: |
Chairman and Chief Executive Officer |
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Dated: August 17, 2009
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