Form 8-K for MULTICELL TECHNOLOGIES, INC.
9-Jan-2006
Entry into Material Agreement, Termination of Material Agreement, Ch
Item 1.01. Entry into a Material Definitive Agreement.
On December 23, 2005, MultiCell Technologies, Inc. (the Company) entered into an employment agreement (the Agreement) with Gerard A. Wills. Pursuant to the Agreement, effective January 9, 2006, Mr. Wills will be appointed the Company's new Chief Financial Officer. A brief description of the terms and conditions of the Agreement is contained in Item 5.02 below (which description is incorporated into this Item 1.01 by reference) and the Agreement is attached hereto as Exhibit 10.1.
Item 1.02. Termination of a Material Definitive Agreement. On January 9, 2006, in connection with the hiring of Mr. Wills, the employment letter dated July 9, 2004 between the Company and Janice DiPietro was terminated. Prior to the appointment of Mr. Wills, Ms. DiPietro was the Company's Chief Financial Officer.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. The employment of Janice DiPietro, Chief Financial Officer of the Company, was terminated effective as of January 9, 2006.
Effective January 9, 2006, Gerard A. Wills was appointed the Company's Chief Financial Officer. Prior to joining the Company, Mr. Wills, age 48, was Chief Financial Officer for Immusol, Inc., a private drug development company, from 2004 to January 2006. From 2001 to 2003, Mr. Wills was Vice President, Finance and Chief Financial Officer for Nanogen, Inc., a healthcare molecular diagnostics company. From 1999 to 2001 Mr. Wills was Vice President, Finance and Chief Financial Officer of Trega Biosciences, Inc., a provider of products that accelerate and improve drug discovery. Mr. Wills earned a Bachelor of Business Administration, Accountancy from the University of Notre Dame.
The Company entered into the Agreement with Mr. Wills pursuant to which, among other things, Mr. Wills will be an at-will employee. Mr. Wills will be paid an annual base salary of $230,000 and is eligible to participate in the Company's discretionary bonus plan based on individual and Company performance. In addition, if (a) Mr. Wills' employment is terminated for any reason, other than for cause (as defined in the Agreement), and (b) Mr. Wills executes the Company's form of separation and release agreement, then Mr. Wills will receive severance pay of up to six (6) months of his current base salary, less standard deductions and withholdings after the first year of employment, and on a prorated basis over the first year of the agreement. Subject to approval by the Company's Board of Directors, Mr. Wills will be granted, pursuant to the Company's 2004 Equity Incentive Plan, an option to purchase a minimum of 300,000 shares of the Company's Common Stock at an exercise price per share equal to the closing price of the Company's Common Stock on the date of such grant. One-thirty-sixth (1/36th) of the shares subject to any option will vest on a monthly basis from the commencement of employment with the Company and the option shall expire in five years, subject to Mr. Wills' continued employment with the Company on any such date.
On January 9, 2006, the Company issued a press release announcing the appointment of Gerard A. Wills as the Company's new Chief Financial Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The press release and the information therein are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits. (c) Exhibits
10.1 Employment Offer Letter, dated December 23, 2005, between the Company and Gerard A. Wills.
99.1 Press release, dated January 9, 2006.
biz.yahoo.com
MultiCell Technologies Announces Appointment of Chief Financial Officer
Monday January 9, 8:00 am ET LINCOLN, R.I.--(BUSINESS WIRE)--Jan. 9, 2006--MultiCell Technologies, Inc. (OTCBB: MCET - News) announced today that Gerard A. Wills has joined the company as its Chief Financial Officer. With more than 25 years experience, including 15 years in the biotech sector, Mr. Wills has expertise in strategy, business, financial, and operating leadership in publicly traded companies.
"We're very pleased to have a seasoned biotech professional like Jerry join our management team at MultiCell Technologies," said Dr. Stephen Chang, MultiCell President. "He has exhibited great depth of leadership throughout his career with publicly-traded biotech companies, working closely with the investment community. The timing of his hiring is ideal, as our recent acquisition of MCT-125, a late-stage multiple sclerosis (MS) compound, significantly enhances our therapeutic platform. We look forward to his guidance in the investment and financial markets and his experience in managing partnerships and alliances."Mr. Wills has been CFO for three public biotech companies, leading their efforts in financial management, Sarbanes-Oxley compliance, public and private equity fund raising, and cost-savings initiatives. Most recently he served as the Chief Financial Officer for Immusol Inc., a private drug development company in San Diego. Prior to that he was Vice President, Finance and Chief Financial Officer for Nanogen, Inc., Trega Biosciences and Molecular Biosystems, Inc."I am excited about MultiCell's therapeutic programs and their compelling business model," Mr. Wills stated. "MCT-125, MultiCell's recently acquired MS compound, holds tremendous promise, and I look forward to the commencement of a pivotal Phase IIb/III clinical trial which is expected to begin this year. With a growing therapeutic portfolio, I believe the Company is well positioned to deliver value for its shareholders."A Certified Public Accountant and San Diego resident, Mr. Wills began his career as an audit supervisor with Ernst & Young in its San Diego office. He holds a Bachelor of Business Administration with a concentration in Accountancy and graduated Cum Laude from the University of Notre Dame.MultiCell recently announced that it had exclusively in-licensed from Amarin a therapeutic for the treatment of fatigue in patients suffering from MS. MultiCell will evaluate the product, now named MCT-125, in a pivotal Phase IIb/III clinical trial which is expected to begin this year. MCT-125 complements MultiCell's emerging MS therapeutics program which includes MCT-175, MultiCell's recently-acquired humanized antibody therapy for the treatment of the underlying cause of MS.About MultiCell Technologies, Inc.MultiCell Technologies, Inc. is a developer of therapeutic products, and a supplier of immortalized human cell lines for drug discovery applications. With its majority-owned subsidiary MultiCell Immunotherapeutics, Inc., MultiCell is working to commercialize new therapeutics for the treatment of degenerative neurological diseases, metabolic and endocrinological disorders, and infectious diseases. MultiCell's research labs are in Lincoln, RI. MultiCell Immunotherapeutics is located in San Diego, CA. For more information about MultiCell see multicelltech.com. Information on our website is not part of this press release.Caution Regarding Forward-Looking StatementsAny statements in this press release about MultiCell's expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995 (the "Act"). These statements are often, but not always, made through the use of words or phrases such as "believe", "will", "expect", "anticipate", "estimate", "intend", "plan", "forecast", "could", and "would". Examples of such forward looking statements include statements regarding contemplated guidance of Mr. Wills in the investment and financial markets, evaluation of MCT-125, commencement of a clinical trial for MCT-125. MultiCell bases these forward-looking statements on current expectations about future events. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by any forward-looking statement. Some of the risks, uncertainties and assumptions that could cause actual results to differ materially from estimates or projections in the forward-looking statement include, but are not limited to, the risk that we might not achieve our anticipated clinical development milestones, receive regulatory approval, or successfully commercialize MCT-125 or MCT-175 as expected, the market for our products will not grow as expected, and the risk that our products will not achieve expectations. For additional information about risks and uncertainties MultiCell faces, see documents MultiCell files with the SEC, including MultiCell's report on Form 10-KSB for the fiscal year ended November 30, 2004, and all our quarterly and other periodic SEC filings. MultiCell claims the protection of the safe harbor for forward-looking statements under the Act and each assume no obligation and expressly disclaim any duty to update any forward-looking statement to reflect events or circumstances after the date of this news release or to reflect the occurrence of subsequent events.
Contact:MultiCell Technologies, Inc.
Jerry Newmin / Barbara Corbett
401-333-0610
MCETinvestor@multicelltech.com
or
CEOcast, Inc.
Ed Lewis, 212-732-4300
or
Rubenstien Public Relations
Dolores Naney, 212-843-8018
dnaney@rubensteinpr.comSource: MultiCell Technologies, Inc.
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