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: August 31, 2004
(Date of earliest event reported)
Spherix Incorporated
(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
12051 Indian Creek Court, Beltsville, Maryland 20705
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code: (301) 419-3900
Not Applicable
(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))
Section 1 - Registrant's Business and Operations.
Item 1.01. Entry into a Material Definitive Agreement.
On August 31, 2004, Thomas W. Gantt resigned as CEO and President of the
Registrant and as a member of the Board of Directors of the Registrant.
On August 31, 2004, Mr. Gantt and the Registrant executed a Termination
Agreement & Mutual Releases (the "Termination Agreement"). The Termination
Agreement provides that Mr. Gantt shall be placed on an inactive status through
February 28, 2005. During this period: (i) Mr. Gantt will assist with special
projects which may be agreed upon by the Registrant and Mr. Gantt; (ii) he will
be entitled to his full salary and benefits; and (iii) vested stock options
shall remain exercisable. Mr. Gantt releases and discharges the Registrant from
all claims arising from his employment by the Registrant and the Registrant
releases and discharges Mr. Gantt from all claims based upon the facts presently
known to the Chairman of the Board of the Registrant. Mr. Gantt further agrees
not to compete with certain aspects of the Registrant's information services
business through December 31, 2006. A copy of the Termination Agreement is
attached hereto as Exhibit 10.1.
Section 5 - Corporate Governance and Management.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On August 31, 2004, Thomas W. Gantt resigned as CEO and President of the
Registrant and as a member of the Board of Directors of the Registrant. Mr.
Gantt's resignation was precipitated by a disagreement with the other members of
the Board of Directors concerning the Registrant's pursuit of biotechnology
business and opportunities. Copies of Mr. Gantt's resignation letter and the
press release issued by the Registrant describing the resignation (which press
release was reviewed and approved by Mr. Gantt) are attached hereto as Exhibits
99.1 and 99.2.)
Richard C. Levin, age 51, has been named Acting CEO and President of the
Registrant. Mr. Levin joined the company in 1991 as Business Manager. Mr. Levin
has progressed through various executive positions within the Registrant. He has
most recently served as Executive Vice President and Chief Financial Officer.
Prior to joining the Registrant, Mr. Levin was the General Manager of the
Catalyst Research Division of the Mine Safety Appliances Company. Mr. Levin hold
a B.S. in business administration from the University of Baltimore and is a CPA
in the State of Maryland. Mr. Levin is the nephew of Dr. Gilbert V. Levin and M.
Karen Levin, Directors and Officers of the Registrant and owners of
approximately 20% of the issued and outstanding stock of the Registrant. Mr.
Levin is not now, nor has he been in the past five (5) years, a director of a
public, for private company.
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Section 9 - Financial Statements and Exhibits.
Exhibit 10.1-Termination Agreement & Mutual Releases dated August 31, 2004
Exhibit 99.1 - Letter from Thomas W. Gantt dated August 31, 2004
Exhibit 99.2. - Press Release dated September 1, 2004
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.
Spherix Incorporated
By: Richard C. Levin
----------------
Name: Richard C. Levin
Title: Acting CEO and President and CFO
Date: September 1, 2004
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