UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report
February 6, 2004
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Nanobac Pharmaceuticals, Inc.
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(Exact name of registrant as specified in its charter)
Florida 0-24696 59-3248917
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
2727 W. Martin Luther King Blvd, Suite 850, Tampa, Florida 33607
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(Address of Principal Executive Office) (Zip Code)
(813) 264-2241
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(Registrant's telephone number, including area code)
Item 5. Other Events and Regulation FD Disclosure
Nanobac Pharmaceuticals, Inc. ("NNBP") has added two new Board of Director
members, has promoted two new officers and added two key employees for
NanobacLabs Research Institute. These changes are described below:
New Board Members
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Dr. Jan Egberts joined the Board of Directors on February 2, 2004. Dr. Egberts
received his medical degree from Erasmus University Medical School, Rottendam,
the Netherlands in 1985, with medical studies at John Hopkins and Harvard
medical schools. He received his MBA from Stanford Graduate School of Business
in 1989.
For the past three years he has served as Chairman and Managing Director of
Molnlycke Healthcare, Inc. in Newtown, PA.
Prior to Molnlycke Dr. Egberts served as Vice President, Business and Market
Development world wide for Johnson & Johnson, New Brunswick, NJ. He was a member
of the Global Management Board of $1.3 Billion Johnson & Johnson medical
franchise with seven divisions. He was responsible for licensing/acquisitions,
equity investment and patent management.
Prior to Johnson & Johnson Dr. Egberts was a Senior Marketing Director with
Merck & Company in West Point, PA; Partner Egberts & Company, Amsterdam;
Engagement Manager, McKinsey & Company in New York, Dusseldorf, London and
Amsterdam; Project Manager, Cancer Biotechnology Research and Development
Organon / Bionetics Research, Inc.
Dr. Stephan Rechtschaffen joined the Board of Directors on February 2, 2004. Dr.
Rechtschaffen received his medical degree in 1973 from New York Medical College
in New York City. His residency was at Harkness Community Hospital in San
Francisco. He co-founded Omega Institute in 1977 and is the CEO and Chair of the
Board. He was the developer and director of Foxhollow Wellness Spa in Lenox, MA
from 1987 - 1989, and director of the Rhinebeck Health Center in Rhinebeck, NY,
from 1983 - 1989.
Dr. Rechtschaffen is a nationally recognized holistic physician who lectures on
health, wellness, nutrition, longevity and time. He has organized symposia and
educational programs throughout the country.
Dr. Rechtschaffen is the author of: TimeShifting; Creating More Time to Enjoy
Your Life, 1996, published in the United States by Doubleday, and in England,
Europe, Japan and Australia by Random House. He is co-author of Vitality and
Wellness, 1999, published by Dell.
Dr. Rechtschaffen has presented these concepts in TimeShifting, Health and
Wellness, and in Organizational Management workshops at many corporations:
Citibank, Avon, Aveda, ConEdison, IBM, Dana Farber Cancer Institute, Kaiser
Permanente, Mercedes-Benz, Natural Health Business Strategies, Preventative
Medicine Research, Salon Systems and Young Presidents Organization, and others.
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New Officers
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Alexander H. Edwards, III will become President/Chief Executive Officer and
Board member of Nanobac Pharmaceuticals, Inc. Mr. Edwards was previously serving
as Chief Operating Officer. Prior to joining Nanobac, Edwards was a managing
partner of 360 Partners as well as president and CEO of 360 Energy. Before that,
he was in private consulting practice utilizing his experiences with leadership
in healthcare growth companies.
From January 1997 to May 2002, Edwards was an executive with SRI/Surgical
Express. He served in roles that ranged from vice-president/general manager to
spending his last year with the company as president. Previous to this, he
worked in sales and marketing with Dianon Systems, Inc. His positions included
sales and sales management roles as well as field and corporate marketing.
Edwards also served as an officer in the United States Navy with duty
assignments ranging from shipboard divisional leadership to executive assistant
for the Naval Surface Group Commander in Norfolk, Virginia. Edwards is a 1987
graduate of the United States Naval Academy.
In August 2003 Mr. Edwards settled a civil enforcement action brought against
him by the Securities and Exchange Commission in U.S. District Court in Tampa,
Florida. The complaint alleged that Mr. Edwards, while serving as president of
SRI/Surgical Express, Inc. (SRI), a publicly traded Florida hospital supply
company, caused SRI to enter into two transactions that resulted in SRI
overstating its Fiscal 2001 third quarter revenue. Without admitting or denying
the allegations in the complaint, Mr. Edwards consented to the entry of a Final
Judgment permanently enjoining him from future violations of (or aiding and
abetting violations of) Sections 10(b), 13(b)(5), and 13(b)(2)(A) and (B) of the
Securities Exchange Act of 1934 and Exchange Act Rule 13b2-1. The Final Judgment
also imposed a $50,000 civil penalty.
Brady Millican will replace Mr. Edwards as Vice President/Chief Operating
Officer for the company. Mr. Millican has over 12 years of leadership experience
and a comprehensive background in diagnostics infrastructure including clinical
trial and research development support. Prior to joining Nanobac, Brady was
Director of Business Development and Strategic projects at AmeriPath, a leading
national provider of cancer diagnostics, genomics, and related information
services.
Previous to this he worked at Pathology Service Associates in various leadership
roles ranging from directing marketing activities to developing revenue
enhancement audits. Millican also worked at Dianon Systems, Inc. in Sales and
sales management roles, as well as field and corporate marketing.
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Millican served as an officer in the United States Army as a helicopter pilot,
and is airborne and ranger qualified. Millican received his Bachelor of Arts
Degree in Psychology (emphasis in Industrial Psychology - motivation) from
Washington and Lee University in 1983.
Key Research Institute Employees
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With the completion of the acquisition of Nanobac OY in Kuopio, Finland, it is
now possible to combine all the company's intellectual knowledge in to one
group.
The new group will be Nanobac Science and Research Institute, a division of
Nanobac Pharmaceuticals, Inc., with offices in Kuopio, Finland and Tampa,
Florida.
Dr. Olavi Kajander, MD, PhD will be the Managing Director of Nanobac OY and
Chief Science & Research Officer for the company. Dr. Kajander is the founder of
Nanobac OY, a Finnish research and development company located in Kuopio,
Finland, where, along with Dr. Neva Ciftcioglu, he documented and patented their
discovery of Nanobacteria. Nanobac OY is now a Finnish research subsidiary of
Nanobac Pharmaceuticals, Inc. He was also the founder of Abcell Corporation, a
medical diagnostics company.
In addition to being the Chief of Science and Research Officer at Nanobac, Dr.
Kajander is also a docent (full professor) and director of research of the
department of biochemistry at the University of Kuopio (Kuopio, Finland). His
position at the University of Kuopio has elevated over the time of his tenure
from Ph.D. candidate, to doctorate, assistant professor, associate professor and
now as docent. He has taught many courses at the university for more than 12
years.
Dr. Kajander was a Scripps Clinic & Resident Foundation post-doctoral research
fellow in La Jolla, California. He has authored more than 70 scientific research
papers and review articles, two letters and more than 50 scientific abstract
publications as well as several invited editorials in scientific texts and
journals. He has also been involved in the production of a number of videos and
documentaries about his discovery of Nanobacteria.
In 1999, together with fellow researcher Dr. Neva Ciftcioglu, Dr. Kajander won
the Minerva, Medix award for the most prominent Finnish biomedical paper of
1998. He has also won the Martti Hamalainen Young Researcher Award, the Swedish
Medical Association, Riksmassan, Honorary Bronze Medal and the Korczynski Award
and Honorarium for the advancement of biopharmaceutical sciences.
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Dr. Kajander is a member of the Biochemical Society, the New York Academy of
Sciences, FEMS, the Finnish Immunology Society, the Finnish Physiology Society
and Duodecim. He has also served on numerous scientific advisory boards.
Dr. Neva Ciftcioglu, PhD will serve as Scientific Advisor to the company. Born
in Turkey, Neva Ciftcioglu, Ph.D. is a co-discoverer and a principal researcher
of Nanobacterium sanguineum with Dr. E. Olavi Kajander. Dr. Ciftcioglu has been
a scientific collaborator with NanobacLabs Research Institute since 1999. Drs.
Ciftcioglu and Kajander are regarded as the world's experts in Nanobacterial
research. While her early work centered on general infectious diseases and
bacterial pathogencity, her recent area of interest is in cell culture
techniques, immunoassays and monoclonal antibodies and nanobacterial
pathogenicity.
She is a Docent (full professor) of biochemistry at the University of Kuopio in
Kuopio, Finland and a senior scientist and director of nanobacterial research
for the Universities Space Research Association, NASA Johnson Space Center,
Houston, Texas. She also collaborates or directs with Dr. Kajander,
nanobacterial research projects at more than 100 sites.
Dr. Ciftcioglu holds an undergraduate degree from Kocatepe Mimar Kemal Lisesi,
in Ankara, Turkey and both a master's degree and a doctorate degree in
microbiology from the University of Ankara. She served as a post-doctoral
research fellow in Dr. Kajander's research group at the University of Kuopio.
Dr. Ciftcioglu's work has been recognized through a number of scientific awards
including the 1993, 1996 and 1998 Savon Korkean Teknologian Saatio Award
(Finland) and the 1997 and 1998 Jenny ja Antti Wihurin Rahasto Award (Finland).
She was also awarded the 1999 Minerva, Medix Prize for the most prominent
Finnish biomedical paper of 1998. Dr. Ciftcioglu has authored or co-authored 46
scientific publications and 17 scientific abstract communications.
She is a professional member of NABI (NASA Astrobiology Institute), the American
Society for Microbiology, the American Society for Cell Biology, the Societas
biochemical et microbiological Fenniae and the Societas Physiologica Finlandiae.
She lectures to professional societies and universities worldwide on the subject
of nanobacteria.
Dr. Ciftcioglu is on assignment at NASA in Houston, TX at this time. These two
scientists are recognized as the world leaders in the field of Nanobacteria
science and research.
The full text of the related press releases is attached.
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Item 7. Exhibits
(c) Exhibits
99.1 Press release dated February 2, 2004.
99.2 Press release dated January 29, 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 thereunto duly authorized.
Nanobac Pharmaceuticals, Inc.
(Registrant)
Date: February 6, 2004 By: /s/ Alexander H. Edwards, III
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Alexander H. Edwards, III
Chief Executive Officer
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