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): September 10, 2008
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 ct (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.
APPOINTMENT OF BRAD LUCE AS VICE PRESIDENT, FINANCE
On September 10, 2008, we appointed Brad Luce as Vice President,
Finance and Controller, commencing immediately. During the period of his
employment, Mr. Luce will receive a base salary of $135,000 per annum. Mr. Luce
will also have the opportunity to receive bonus compensation, if and when
approved by our Board of Directors. Mr. Luce's employment is on an "at-will"
basis, and Mr. Luce may terminate his employment with us for any reason or for
no reason. Similarly, we may terminate Mr. Luce's employment with or without
cause.
MR. LUCE'S EXPERIENCE
Mr. Luce, 47, brings over 21 years of financial experience,18 years of
which were spent with large, well known public companies within the medical
device industry. Prior to joining CNS Response, Mr. Luce served at Vice
President of Finance at ev3 Neurovascular/Micro Therapeutics, an $80+ million
worldwide leader of medical devices for diagnosis and treatment of vascular
disorders. From 1995 to 2005, Mr. Luce held a number of financial positions with
VIASYS, a $500+ million global market leader in healthcare technology which was
recently acquired by Cardinal Healthcare. In 2003, Mr. Luce was appointed to the
position of Director of Finance, International Operations for VIASYS. While at
VIASYS, Mr. Luce also held the position of Group Controller. From 1988 to 1995,
Mr. Luce held a number of financial positions, including International Financial
Planning Manager, with Beckman Coulter, a $2.7+ billion provider of instrument
systems and complementary products. Mr.Luce began his career as an accountant
with C.J. Segerstrom & Sons, a large real estate development company in Southern
California. Mr. Luce earned an MBA from Pepperdine University and a BS in
Business Finance/Management from Brigham Young University.
Mr. Luce does not have any family relationship with any director,
executive officer or person nominated or chosen by our Board of Directors to
become a director or executive officer. Additionally, prior to his appointment,
Mr. Luce has not had any material interest, direct or indirect, in any
transaction to which we were a party, or which is presently proposed.
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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: September 15, 2008 By: /s/ Len Brandt
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Len Brandt
Chief Executive Officer
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