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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): December 15, 2005
SEMOTUS SOLUTIONS, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-21069 36-3574355
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
718 University Ave., Suite 202 Los Gatos, CA 95032
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(Address of Principal Executive Offices) (Zip Code)
(408) 399-6120
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(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 240.13(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Effective as of December 14, 2005, we appointed Pamela LaPine as our new
President. Mr. Anthony LaPine has resigned from his position as President as of
December 14, 2005, but will remain our Chief Executive Officer and Chairman of
the Board. In addition, and also effective December 14, 2005, we appointed Mr.
Umair Khan as our Chief Operating Officer.
The following are descriptions of the business experience of each of Ms. Pamela
LaPine and Mr. Umair Khan for at least the past five years:
Mr. Umair Khan, age 35, has been appointed as our Chief Operating Officer. Mr.
Khan co-founded Clickmarks in 1999 and currently serves as its Chairman and
President, and formerly served as its CEO, prior to its acquisition by Semotus.
Mr. Khan was also Founder and Chairman of Wordwalla, a venture-backed Silicon
Valley company providing multilingual software solutions for web and mobile
applications. He also co-founded Chowk, a niche web portal focused on South
Asia. Mr. Khan has over 25 industry patents granted or pending in Computer
System Design and Architecture, including four from his work as a Lead Engineer
at Intel Corporation. Mr. Khan received a BS in Mathematics with Computer
Science and an MS in Computer Engineering from MIT, where in 1991 he was elected
Institutional Nominee by the Department of Mathematics, as one of six
distinguished scholars in Mathematics.
Mrs. Pamela LaPine, age 47, has been appointed as our new President. Ms. LaPine
has been our Executive Vice President since 2000. She is responsible for the
sales, account management and strategic direction of the Company's product
platform. She possesses over 20 years of management experience in Silicon Valley
high tech companies in the areas of P&L, strategic direction, corporate
operations, finance, marketing and business development. Ms. LaPine has held
executive positions with Partners Petroleum and Olympiad Corporation, and served
as Marketing Director at Digital Recording Corporation. She also guided
strategic planning initiatives at LaPine Technologies. Ms. LaPine attended the
University of Utah and is taking courses at Harriot Watt University where she is
working towards an MBA.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS.
(a) N/A.
(b) N/A.
(c) Exhibits. The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release dated December 15, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned,
hereunto duly authorized.
SEMOTUS SOLUTIONS, INC.
Date: December 16, 2005 By: /s/ Anthony N. LaPine
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Anthony N. LaPine,
President and Chief Executive Officer