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U.S. 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): June 25, 2007
ONCOLOGIX TECH, INC.
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(Name of Small Business Issuer as Specified in Its Charter
0-15482
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(Commission File Number)
Nevada 86-1006416
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3725 Lawrenceville-Suwanee Rd., Ste B-7,
Suwanee, GA 30024
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(Address of principal executive offices)
(770) 831-8818
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(Issuer's telephone number)
Check the appropriate box below if the Form 8-K 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))
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Item 5.02 Election of Directors; Appointment of Certain Officers.
On June 25, 2007, we expanded the size of our Board of Directors from
five to nine, thus creating four vacancies. Adam Lowe, Steven Kurtzman, MD, and
Judy Lindstrom were elected to fill three of the vacancies and the fourth
remains unfilled. Mr. Lowe and Dr. Kurtzman have been directors of our
subsidiary and their backgrounds have been described in previous reports.
Ms. Lindstrom, age 62, has been Chief Operating Officer of the U.S.
division of Portland Orthopedics, a privately-held company headquartered in
Sydney, Australia. She previously held senior level management positions with
several medical device companies, including Executive Vice President, Global
Sales and Marketing, Wright Medical Technology, Inc. (1996 - 1998); President
and Chief Executive Officer, Neovision (1995);, and President, MicroAire
Surgical Instruments, Inc. (1991 - 1994). Ms. Lindstrom also served as General
Manager for two operating divisions of Baxter International, V. Mueller
Endoscopy (1991) and Edward Orthopedics (1988 - 1991). She was the first woman
promoted to General Manager for a Baxter operating unit. From 1991 - 1996, Ms.
Lindstrom served on the board of directors of Everest Medical Corporation (a
NASDAQ listed company prior to its acquisition in April, 2000) and in 1994
served on the board of AdvaMed (formerly the Health Industry Manufacturers
Association).
There was no arrangement or understanding between any of the newly
elected directors and any other person pursuant to which the newly elected
directors were selected as directors and there are no related person
transactions between any of the newly elected directors and the Company. We also
expanded the size the Board of Directors of our wholly owned subsidiary,
Oncologix Corporation, and filled the vacancies so created so that the Boards of
Directors of both the parent and the subsidiary consist of the same persons.
The Board of Directors also elected Mr. Andrew Green as Chief Executive
Officer and President and Mr. Adam Lowe as Vice President and Chief Operating
Officer of the parent corporation. Mr. Green has been Chairman and Chief
Executive Officer of the subsidiary and Mr. Lowe has been its President and
Chief Operating Officer. The annual salaries of Messrs. Green and Lowe were
increased to $200,000 per year, effective July 1, 2007.
Mr. Stanley L. Schloz continues as Chairman and Mr. Michael A. Kramarz
as Chief Financial Officer, both at their existing compensation
We also established a three-member Finance Committee, which is to
consider and report to the Board with respect to plans for corporate expansion,
capital structure and long-range financial requirements, to have the authority
to select banks or other repositories and short term investment of the funds of
the Company, to set the terms and conditions for the issuance and sale of debt
or securities of the Company, including without limitation the selection of
underwriters or selling agents finders and the compensation of the same, with
limits on aggregate amount, class of security and price set by the full Board of
Directors of the Company. The initial members of the Finance Committee are
Andrew Green, Stanley L. Schloz and Anthony Silverman.
All of the newly elected directors will receive the standard
compensation provided to all directors. All directors are reimbursed for their
reasonable out-of-pocket expenses incurred in connection with attendance of
board meetings and advising and consulting with the officers and management from
time to time. In addition, each non-employee board member receives a monthly
director fee of $1,000.
In addition, Mr. Kurtzman and Ms. Lindstrom, together with Barry
Griffith, another non-employee director, were each granted options under the
Company's 2000 Incentive Stock Plan to purchase 100,000 shares of the Company's
common stock at an exercise price equal to the fair market value of our common
stock on July 6, 2007.
Item 5.03 Amendment to Bylaws.
On June 25, 2007, the Board of Directors amended our Bylaws by
increasing the number of directors from five to nine and formally changing our
name to Oncologix Tech, Inc. from BestNet Communications Corp.
Item 9.01 Financial Statements and Exhibits
(a) Exhibits
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Exhibit Title
99 Press release, issued by Oncologix Tech Inc. July 3, 2007
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: July 3, 2007 ONCOLOGIX TECH INC.
By: /s/ Andrew M. Green
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Andrew M. Green,
Chief Executive Officer
and President
By: /s/ Michael A. Kramarz
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Michael A. Kramarz,
Chief Financial Officer