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): October 17, 2007
CNS RESPONSE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-26285 87-0419387
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2755 BRISTOL STREET, SUITE 285
COSTA MESA, CALIFORNIA 92626
(Address of Principal Executive Offices/Zip Code)
(714) 545-3288
(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 (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-4c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On October 17, 2007, our Board of Directors resolved to increase the
size of the Board from three directors to four, and appointed Dr. Henry T.
Harbin as a director to fill the vacancy created upon the expansion in the size
of the Board.
Dr. Harbin is a Psychiatrist with over 30 years of experience in the
behavioral health field. He has held a number of senior positions in both public
and private health care organizations. He worked for 10 years in the public
mental health system in Maryland serving as Director of the state mental health
authority for 3 of those years. He has been CEO of two national behavioral
healthcare companies - Greenspring Health Services and Magellan Health Services.
At the time he was CEO of Magellan, it was the largest managed behavioral
healthcare company managing the mental health and substance abuse benefits of
approximately 70 million Americans including persons who were insured by private
employers, Medicaid and Medicare. In 2002 and 2003, he served on the President's
New Freedom Commission on Mental Health. As a part of the Commission he was
chair of the subcommittee for the Interface between Mental Health and General
Medicine. In 2005, he served as co-chair of the National Business Group on
Health's work group that produced the Employer's Guide to Behavioral Health
Services in December 2005. Since 2004, Dr. Harbin has been providing health care
consulting services to a number of private and public organizations.
Prior to his appointment as a Director, Dr. Harbin has been party to
several transactions with us. On March 7, 2007, Dr. Harbin participated in the
first closing of our private placement transaction (the "Private Placement"),
pursuant to which we received gross proceeds of approximately $7.0 million from
institutional investors and other high net worth individuals. In the first
closing of the Private Placement, we sold 5,840,374 "Investment Units" at $1.20
per Investment Unit. Each Investment Unit consists of one share of our common
stock, and a five year non-callable warrant to purchase three-tenths of one
share of our common stock, at an exercise price of $1.80 per share. Mr. Harbin
received 8,334 shares of our common stock and a warrant to purchase 2,501 shares
of our common stock as a result of his investment in the company.
In addition, since June 2007, Dr. Harbin has acted as a strategic
advisor to the company, and has advised us on our marketing initiatives. As
compensation for his services as an advisor, on August 8, 2007, we granted Dr.
Harbin a non-qualified option to purchase 24,000 shares of our common stock at
an exercise price of $1.09 per share. Options to purchase 6,000 shares vested on
the date of grant, and the remaining 18,000 shares vest in equal installments of
2,000 shares on each monthly anniversary of the grant date for a period of nine
months.
Until further determination by the Board, the full Board of Directors
will undertake the duties of the Audit Committee, Compensation Committee and
Nominating Committee of the Board of Directors. There was no arrangement or
understanding between Dr. Harbin and any other persons pursuant to which Dr.
Harbin was selected as a director.
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SIGNATURE
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.
CNS Response, Inc.
Date: October 23, 2007 By: /s/ Horace Hertz
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Horace Hertz
Chief Financial Officer
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