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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) June 8, 2005
Spherix Incorporated
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(Exact name of registrant as specified in its charter)
Delaware 0-5576 52-0849320
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
12051 Indian Creek Court, Beltsville, Maryland 20705
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 301-419-3900
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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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS.
Item 1.01. Entry into a Material Definitive Agreement
On June 8, 2005, the Annual Shareholders Meeting which commenced on
May 12, 2005, and was adjourned until June 8, 2005, reconvened and approved the
proposal to establish InfoSpherix as a wholly-owned subsidiary of Spherix. This
proposal is described in the Proxy Statement for the May 12, 2005 Meeting, which
description is incorporated herein by reference.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT.
Item 5.02 (d). Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Dr. Robert A. Lodder has been elected to Spherix Incorporated's Board
of Directors, effective June 8, 2005. Dr. Lodder was appointed to the Nominating
Committee and the Science and Technology Committee of the Board of Directors.
Dr. Lodder is the Director of the Analytical Spectroscopy Research
Group of the Advanced Science and Technology Center at the University of
Kentucky. He is currently Professor of Pharmaceutical Sciences at the College of
Pharmacy, University of Kentucky Medical Center, and holds joint appointments in
the Department of Electrical and Computer Engineering, and the Division of
Analytical Chemistry of the Department of Chemistry at Kentucky. Dr. Lodder
received his B.S. degree cum laude in Natural Science and his M.S. in Chemistry
in 1983 from Xavier University, Cincinnati, OH in 1981. He received his Ph.D. in
Analytical Chemistry in 1988 from Indiana University.
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.
Spherix Incorporated
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(Registrant)
By: /s/ Richard C. Levin
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Richard C. Levin
CEO and President
Date: June 8, 2005