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: May 25, 2005
Corgenix Medical Corporation
(Exact Name of registrant as specified in its charter)
Nevada 000-24541 93-1223466
(State or other ommission File Number) I.R.S. Employer
jurisdiction Identification No.)
of incorporation) C
12061 Tejon Street
Westminster, Colorado 80234
(Address, including zip code, of principal executive offices)
(303) 457-4345 (Registrant's telephone number including area code)
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:
- - 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))
ITEM 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
Mr. Wendell J. Gardner resigned from the Board of Directors of Corgenix Medical
Corporation, effective May 23, 2005. Mr. Gardner, who became a director in
December 2001, indicated to Dr. Luis Lopez, the Chairman of the company's Board
of Directors, that he was resigning for personal reasons. The vacancy left by
Mr. Gardner's departure has not been filled, nor has the vacancy created in
January 2004 by the death of Mr. Jack Payne. Corgenix Medical Corporation is
seeking to add one or more qualified individuals who have no current affiliation
with the company so as to constitute a Board of Directors with a meaningful
representation of independent directors.
ITEM 9.01 Financial Statements and Exhibits
a) Not applicable.
b) Not applicable.
c) Exhibits:
17.1 Letter from Mr. Wendell J. Gardner to Dr. Luis Lopez dated May
23, 2005.
Safe Harbor Statement
Statements in this report that are not strictly historical facts are "forward
looking" statements (identified by the words "believe", "estimate", "project",
"expect" or similar expressions) within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements inherently involve risks and
uncertainties that could cause actual results to differ materially from the
forward-looking statements. Factors that would cause or contribute to such
differences include, bus are not limited to, continued acceptance of the
Company's products and services in the marketplace, competitive factors, changes
in the regulatory environment, and other risks detailed in the Company's
periodic report filings with the Securities and Exchange Commission. The
statements in this report are made as of today, based upon information currently
known to management, and the Company does not undertake any obligation to
publicly update or revise any forward-looking statements.
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.
CORGENIX MEDICAL CORPORATION
Date: May 25, 2005 By: /s/ Douglass T. Simpson
---------------------------------
Douglass T. Simpson, President & CEO
Exhibit 17.1
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Wendell J. Gardner
May 23, 2005
Luis Lopez, MD
Chairman of the Board
Corgenix Medical
12601 Tejon St.
Westminster, CO 80234
Dear Luis:
As you, Doug and I have discussed, my personal situation and the external
environment have changed considerably since I joined the Corgenix Board more
than three years ago. I am now spending a major part of each year in Tucson, AZ
which precludes me from being present for most board meetings when it doesn't
seem viable for Corgenix to reimburse travel costs from their limited resources.
With the corporate scandals of the last few years, the passage of the Sarbanes
Oxley legislation imposing huge responsibilities on outside directors and some
of the legal settlements against outside directors of other companies, I find it
difficult to justify the risk/reward balance in continuing as an outside
director of Corgenix or any other public company.
For these personal reasons, I ask that you accept my resignation from the Board
of Directors of Corgenix effective today. It is my intent to exercise the stock
options that I have outstanding.
With Corgenix having been successful in closing a significant capital
acquisition program last week, I think the company is in a position to
capitalize on the opportunities you have been developing over the last several
years.
I wish you and the management team at Corgenix every success, and I will be
following your progress.
Sincerely,
S/Wendell J. Gardner
cc: Douglass Simpson, President
Jun Sasaki, Director