UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 9, 2015
MELA SCIENCES, INC.
(Exact Name of Registrant Specified in Charter)
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Delaware
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000-51481
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13-3986004
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(State or Other
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(Commission File
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(I.R.S. Employer
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Jurisdiction of
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Number)
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Identification No.)
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Incorporation)
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100 Lakeside Drive, Suite 100, Horsham,
Pennsylvania
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19044
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: 215-619-3200
N/A
(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:
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))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 9, 2015, Robert W. Cook, Chief Financial Officer of Mela Sciences, Inc., a Delaware corporation (the "Company") upon mutual agreement with the Board of Directors, resigned from his position as the Company's Chief Financial Officer, effective immediately. Mr. Cook will remain an employee of the Company at his current salary and benefits in the position of Senior Financial Advisor until January 15, 2016, subject to terms to be agreed upon in a Transition Services Agreement and Release, which is in process.
Also on November 9, 2015, the Board appointed Christina L. Allgeier, age 43, as the Company's Chief Financial Officer, effective immediately. Ms. Allgeier, has served as the Company's Chief Accounting Officer. Ms. Allgeier graduated with a B.S. in accounting from Penn State University. Ms. Allgeier holds a license from the Commonwealth of Pennsylvania as a certified public accountant. For the past fifteen years Ms. Allgeier had been employed by PhotoMedex, Inc. (including a period with Surgical Laser Technologies, Inc. which was acquired by PhotoMedex in 2002). Ms. Allgeier served as Chief Accounting Officer of PhotoMedex from December 2011 until the purchase of the assets from PhotoMedex in June 2015. From November 2009 until the reverse acquisition of Radiancy, Inc. by PhotoMedex in December 2011, Ms. Allgeier served as Chief Financial Officer of PhotoMedex.
The Company and Ms. Allgeier intend to execute an employment agreement in connection with the appointment to the Chief Financial Officer position. The employment agreement with Ms. Allgeier will have a one-year initial term starting on November 11, 2015, subject to annual extensions thereafter. Under the terms of the agreement, Ms. Allgeier will receive a base salary of $200,000 and will be eligible to receive an annual bonus of up to 30% of her base pay, based on the achievement of certain performance based targets, as determined by the Board following approval of the annual budget, and other objectives to be determined. In the event Ms. Allgeier's employment is terminated, without cause or in conjunction with a change of control, she will be entitled to severance equal to 12 months of her base salary, payable subject to execution of a general release in favor of the Company. The agreement also contains a 12 month non-compete and non-solicitation period.
Item 7.01. Regulation FD Disclosure.
On November 11, 2015, the Company issued a press release announcing certain matters disclosed in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
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Exhibits.
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Exhibit Number
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Description
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99.1
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Press Release by the Company, dated November 11, 2015.
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2
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.
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MELA SCIENCES, INC.
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By:
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/s/ Michael R. Stewart
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Michael R. Stewart
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President and Chief Executive Officer
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Date: November 12, 2015
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EXHIBIT INDEX
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Exhibit Number
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Description
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99.1
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Press Release by the Company, dated November 11, 2015.
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4
EXHIBIT 99.1
MELA Sciences, Appoints
Christina L. Allgeier Chief Financial Officer
Horsham, PA, November 11, 2015 — MELA Sciences, Inc. (NASDAQ: MELA), a medical technology company dedicated to developing and commercializing innovative products for the treatment and diagnosis of serious dermatological disorders, today announced that Christina L. Allgeier has been promoted to the post of Chief Financial Officer of Mela Sciences, Inc., effective November 9, 2015. Ms. Allgeier is a graduate of Penn State University and is a Certified Public Accountant with significant SEC experience. Ms. Allgeier joined MELA as a result of the recent acquisition of the XTRAC and VTRAC business.
Ms. Allgeier has over 15 years of experience in the medical laser field. She replaces Robert Cook who has tendered his resignation to pursue other matters, but has agreed to remain with the Company through mid-January 2016 in the role of Senior Financial Advisor.
Mela Sciences' President and CEO, Michael R. Stewart, commented, "I have worked with Christina in the past and am thrilled to have her join the MELA team in the position of CFO. I have firsthand knowledge of her background and expertise and I have every confidence that she will prove to be an invaluable asset." Mr. Stewart continued, "Christina's most recent position as Chief Accounting Officer of Photomedex, Inc., from whom we acquired the XTRAC and VTRAC business, makes her the perfect candidate for the Mela CFO position."
"I would like to thank Bob Cook for the dedication he has put into the Company and wish him well in his future endeavors," said Mr. Stewart.
About MELA Sciences, Inc. (www.melasciences.com)
MELA Sciences is a medical technology company focused on the dermatology market. Its products include the XTRAC® laser and VTRAC® excimer lamp systems utilized in the treatment of psoriasis, vitiligo and various other skin conditions; and the MelaFind® system used to assist in the identification and management of melanoma skin cancer.
Safe Harbor
This press release includes "forward-looking statements" within the meaning of the Securities Litigation Reform Act of 1995. These statements include but are not limited to the Company's plans, objectives, expectations and intentions and may contain words such as "will," "may," "seeks," and "expects," that suggest future events or trends. These statements, including the Company's ability to generate the anticipated revenue stream from the acquired business, the Company's ability to generate sufficient cash flow to fund the Company's ongoing operations beginning in 2015 or at any time in the future, including support for the MelaFind system through the reimbursement process and the Company's ability to integrate and transition the acquired business effectively and build a leading franchise in medical dermatology, are based on the Company's current expectations and are inherently subject to significant uncertainties and changes in circumstances. Actual results may differ materially from the Company's expectations due to financial, economic, business, competitive, market, regulatory and political factors or conditions affecting the Company and the medical device industry in general, as well as more specific risks and uncertainties set forth in the Company's SEC reports on Forms 10-Q and 10-K. Given such uncertainties, any or all of these forward-looking statements may prove to be incorrect or unreliable. The Company assumes no duty to update its forward-looking statements and urges investors to carefully review its SEC disclosures available at www.sec.gov and www.melasciences.com.
Investor Contacts:
Christina Allgeier Andrew McDonald
MELA Sciences, Inc. LifeSci Advisors, LLC
215-619-3267 646-597-6987
callgeier@melasciences.com Andrew@LifeSciAdvisors.com