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): October 31, 2003
DONLAR CORPORATION
(Exact name of registrant as specified in its charter)
Illinois 000-11472 36-3683785
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6502 South Archer Road, Bedford Park, Illinois 60501
Registrant's telephone number, including area code: (708) 563-9200
(Address of principal executive offices) (Zip Code)
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On October 31, 2003, Robert Pietrangelo, the Company's Vice President
of Sales and Marketing, resigned from his positions with the Company. Mr.
Pietrangelo has delivered a letter to the Company in which he makes the
following significant allegations:
(i) under a Change of Control Agreement between Mr. Pietrangelo and the
Company, the merger between the Company and its former subsidiary, Donlar
Biosyntrex Corporation, constituted a change of control, that he resigned for
"Good Reason" as defined in the Change of Control Agreement, and that as a
result of the foregoing, he is entitled to receive within thirty day of his
resignation a lump sum severance payment equal to the product of 2.9 multiplied
by the sum of Mr. Pietrangelo's annual salary plus certain other benefits and he
is entitled to continuation of the health, disability and life insurance
maintained by the Company for executives for a period of one year from the date
of his resignation;
(ii) under an Employment Agreement between Mr. Pietrangelo and the
Company, his employment was terminated as a result of an "Involuntary
Termination" as defined in the Employment Agreement, and that as a result of the
foregoing, he is entitled to the continuation of his salary and employee
benefits until September 6, 2006;
(iii) under the Illinois Wage Collection and Payment Act, he is
entitled to a portion of his earned bonus, which he alleges is $115,000, plus
earned and unused vacation pay; and
(iv) his responsibilities at the Company were changed, that those
changes were made because the Company's Chief Executive Officer, Larry Koskan,
objected to Mr. Pietrangelo speaking directly to the Company's Board of
Directors regarding concerns about certain activities including alleged apparent
improprieties by Mr. Koskan and that the changes in Mr. Pietrangelo's
responsibilities constitute a retaliatory demotion in violation of the
Sarbanes-Oxley Act of 2002.
The Company disputes virtually all of the allegations in Mr.
Pietrangelo's letter including his allegations that the merger constituted a
change of control under the Change of Control Agreement, that he resigned for
"Good Reason" as defined in the Change of Control Agreement, that his employment
was terminated as a result of an "Involuntary Termination" as defined in his
Employment Agreement, that he is entitled to a bonus, that his responsibilities
were changed in any material way and that such changes were in retaliation for
Mr. Pietrangelo expressing his concerns directly to the Company's Board of
Directors. In addition, the Company believes that Mr. Pietrangelo's Employment
Agreement terminated on September 6, 2003 without any further liability to the
Company.
The Change of Control Agreement was filed with the Company's
Registration Statement on Form S-4 filed on January 30, 2003 and the Employment
Agreement was filed with Donlar Biosyntrex Corporation's Annual Report on Form
10-KSB for 2002.
For the near term, Mr. Pietrangelo's Company responsibilities will be
handled by Mr. Koskan.
SIGNATURE
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.
DONLAR CORPORATION
Dated: November 4, 2003 By: /s/ Larry P. Koskan
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Larry P. Koskan, Chief Executive Officer