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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 (Date of earliest event reported) JANUARY 25, 2006
ELECTRO-OPTICAL SCIENCES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-125517 13-3986004
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3 WEST MAIN STREET, SUITE 201,
IRVINGTON, NEW YORK 10533
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 591-3783
(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 Instructions 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
(a) On January 25, 2006 the Registrant entered into a Production Agreement
with Askion GmbH of Germany (the "Production Agreement") pursuant to
which Askion was engaged to produce and test commercial-grade
MelaFind(R) systems (the "Pivotal Trial Systems") to be used in the
Registrant's pivotal trial. The pivotal trial will be used by the
United States Food & Drug Administration as the basis for determining
the safety and effectiveness of MelaFind(R). Pursuant to the
Production Agreement, delivery of the Pivotal Trial Systems is
contemplated to commence in January 2006 and be completed in April
2006.
MelaFind(R), a non-invasive point-of-care instrument to assist in the
early diagnosis of melanoma, is the Registrant's flagship product.
A copy of the Production Agreement is filed herewith as Exhibit 10.1.
ITEM 5.02 - APPOINTMENT OF CHIEF OPERATING OFFICER
(c) Gerald Wagner, Ph.D., a current director of the Registrant, has been
appointed acting Chief Operating Officer, effective as of January 25,
2006. Dr. Wagner, 62, became a member of the Registrant's board of
directors in May 2005. Gerald Wagner Consulting LLC, a company owned
and operated by Dr. Wagner, has provided consulting services to the
Registrant since March 2005. Gerald Wagner Consulting LLC specializes
in international project management, technology and application
consulting and company assessments. From March 1992 until September
2003, Dr. Wagner was a Senior Vice President, Lab Testing Systems, at
Bayer, Inc.
ITEM 7.01 - REGULATION FD DISCLOSURE
On January 30, 2006 the Registrant issued a press release announcing it
had entered into the Production Agreement. A copy of the press release is
furnished as Exhibit 99.1 to this report. Exhibit 99.1 is furnished to, but not
filed with, the Securities and Exchange Commission.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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10.1 Production Agreement between the Registrant and Askion GmbH
dated as of January 25, 2006
99.1 Press Release of the Registrant dated January 30, 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.
Electro-Optical Sciences, Inc.
Date: January 31, 2006
By: /s/ Joseph V. Gulfo
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President & Chief Executive Officer
(Principal Executive Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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10.1 Production Agreement between the Registrant and Askion GmbH
dated as of January 25, 2006
99.1 Press Release of the Registrant dated January 30, 2006
3