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): January 31, 2005
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Dyadic International, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 333-102629 45-0486747
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
140 Intracoastal Pointe Drive, Suite 404
Jupiter, Florida 33477
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 743-8333
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(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
|_| 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01 Entry Into a Material Definitive Agreement
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On January 31, 2005, Dyadic International, Inc., a Delaware corporation
(the "Company"), hired Mr. Wayne Moor to become the Company's Chief Financial
Officer and a Vice President pursuant to the terms of an employment agreement of
that date. The initial term of Mr. Moor's employment is 2 years and 11 months
(ending December 31, 2007), with automatic one-year renewals unless either party
furnishes the other a notice of non-renewal not less than 90 days prior to the
expiration of the then term. Mr. Moor's annual base compensation is $225,000,
and he is eligible to earn a bonus each year of up to 40% of his annual base
compensation based upon a bonus plan adopted and maintained by the Compensation
Committee of the Board of Directors of the Company (the "Compensation
Committee") for such year.
The employment agreement is terminable on account of Mr. Moor's death
or disability, or by the Company without cause or "for Cause." The phrase "for
Cause" is defined to include a material breach of the employment agreement, acts
of disloyalty to the Company (including but not limited to acts of dishonesty or
diversion of corporate opportunities), the unauthorized disclosure of the
Company's confidential information, or acts determined in good faith by the
Compensation Committee to be detrimental to the Company's interests, provided
that Mr. Moor must be afforded an opportunity to have a face-to-face meeting
with the Compensation Committee before any determination is made by it that Mr.
Moor was guilty of "for Cause" conduct. If Mr. Moor's employment is terminated
by the Company other than "for Cause," upon the condition that he furnish the
Company with a full general release, he is entitled to receive a severance
benefit of monthly installments in the amount of 1/12th of his then annual base
compensation for the lesser of six months or until he has obtained other full or
part-time employment as an employee or consultant Under the employment
agreement, the Company is also obligated to indemnify Mr. Moor to the fullest
extent permitted by applicable law. Further, the Company agrees to advance
expenses he may spend as a result of any proceeding against him as to which he
could be indemnified.
In connection with his employment on January 31, 2005, Mr. Moor was
granted a stock option (the "Option") to purchase 277,889 shares of common stock
of the Company ("Option Shares") in accordance with the Dyadic International,
Inc. 2001 Equity Compensation Equity Compensation Plan (the "Equity Compensation
Plan") at an exercise price of $3.68 per Option Share pursuant to the Company's
then standard form Equity Compensation Plan employee option agreement. The
Option becomes exercisable, conditioned upon Mr. Moor's continued service as an
employee of the Company, as to 25% of the Option Shares on each of the next four
anniversaries of the date of the commencement of his employment, and expires on
January 31, 2010.
To the extent any of the disclosures set forth in Item 5.02 below are
required to be disclosed in this Item 1.01, such information is incorporated in
this Item 1.01 by reference.
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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On January 31, 2005, the Company hired Mr. Wayne Moor to become the
Company's Chief Financial Officer and a Vice President pursuant to the terms of
an employment agreement of that date. In that capacity, he will have
responsibility for the Company's financial reporting and accounting functions,
as well as such other duties as may be delegated to him from time to time by the
Chief Executive Officer, by the Board of Directors or by the Audit Committee of
the Board of Directors (the "Audit Committee"). In connection with the
performance of his duties Mr. Moor will report to the Company's Chief Executive
Officer or such other person or persons as the Chief Executive Officer, the
Board of Directors or the Audit Committee may designate from time to time.
During the past five years Mr. Moor has served as a chief financial
officer of several public companies, and has over 25 years experience in real
estate and hotel operations, asset management, debt restructurings,
recapitalizations and developing strategic turnaround plans. From October 2002
through December 2004, Mr. Moor served as the Senior Vice President, Treasurer
and Chief Financial Officer of Boca Resorts, Inc, a hospitality company. From
October 2001 to October 2002, Mr. Moor was Senior Vice President and Chief
Financial Officer for ANC, the parent company of Alamo and National rental car
companies. In November 2001, following the terrorist attacks of September 11,
2001, ANC and its U.S. operating subsidiaries voluntarily filed petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in Wilmington,
Delaware. From September 2000 to October 2001, Mr. Moor was Senior Vice
President and Chief Financial Officer for Gerald Stevens, Inc., a floral
products marketer and retailer. In April 2001, Gerald Stevens, Inc. and certain
operating subsidiaries voluntarily filed petitions for reorganization under
Chapter 11 of the U.S. Bankruptcy Code in Miami, Florida. From June 1997 to
January 2000, Mr. Moor was Executive Vice President and Chief Financial Officer
for US Diagnostic, Inc., an operator of outpatient medical diagnostic imaging
and related facilities. Prior to that, Mr. Moor held the position of Chief
Financial Officer or Executive Vice President for a number of privately and
publicly held financial institutions and real estate operating companies. He
began his career in public accounting.
To the extent any of the disclosures set forth in Item 1.01 above are
required to be disclosed in this Item 5.02, such information is incorporated in
this Item 5.02 by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits.
The following exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-B:
Exhibit Number Description of Exhibit
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99.1 Employment Agreement dated January 31, 2005 between
Dyadic International, Inc. and Wayne Moor
99.2 Stock Option Agreement dated January 31, 2005 between
Dyadic International, Inc. and Wayne Moor
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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.
DYADIC INTERNATIONAL, INC.
Date: February 1, 2005 By: /s/ Mark A. Emalfarb
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Name: Mark A. Emalfarb
Title: President and Chief Executive Officer
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Index to Exhibits
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Exhibit
Number Description of Exhibit
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99.1 Employment Agreement dated January 31, 2005 between
Dyadic International, Inc. and Wayne Moor
99.2 Stock Option Agreement dated January 31, 2005 between
Dyadic International, Inc. and Wayne Moor
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