Oklahoma
(State
or other jurisdiction of incorporation)
|
333-143761
(Commission
File
Number)
|
73-1479206
(IRS
Employer
Identification
No.)
|
7505
S. Sandusky
Tulsa,
OK
(Address
of principal executive offices)
|
74136
(Zip
Code)
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
Exhibit
No.
|
Exhibit
Name
|
99.1
|
Chairman’s
Message dated August 16, 2007
|
99.2
|
Letter
to Shareholders dated August 16,
2007
|
3DIcon
Corporation
|
||
Dated:
August 16, 2007
|
By:
|
/s/
Martin
Keating
|
Name:
|
Martin
Keating
|
|
Title:
|
Chief
Executive Officer
|
1.
|
Mr.
Keating’s recent 10b5-1
Announcement;
|
2.
|
The
Company’s move to the OTCBB; and
|
3.
|
The
status of our Research and
Development.
|
I.
|
About
Mr. Keating’s Recent 10b5-1
Announcement
|
-
|
This
is not a new plan. The plan has been in effect since the Fall of
2006.
|
-
|
Though
the SEC only requires disclosures to be made via an 8-K filing, Mr.
Keating chose the additional level of disclosure, by way of a news
release, to demonstrate Mr. Keating’s commitment to transparency in these
types of matters.
|
-
|
As
stated in the press release, Mr. Keating is selling only a small
percentage (less than 2.5%) of his position in the Company.
|
-
|
Mr.
Keating has owned stock in the Company since 1995 has and never sold
a
share of his stock until the Fall of 2006. His commitment to the
long term
prospects of the Company is clear.
|
-
|
As
a founder, Mr. Keating can sell only up to 1% of the total outstanding
shares of the Company each quarter (i.e. up to 4% each year). In
each of
the last two years he has sold less than 1% for the entire
year.
|
-
|
The
stock trades will be made by a broker under the Plan and do not start
until on or after September 20, 2007. Mr. Keating will not know the
days
when trades are made or the number of shares traded on those
days.
|
-
|
The
broker making the sales will not have any information other than
what has
been made available to the public, as the broker determines whether
to
sell Mr. Keating’s shares.
|
-
|
Mr.
Keating has no knowledge of when, how and at what price the shares
would
be sold. The transactions will be handled by an independent broker,
without any influence from Mr.
Keating.
|
-
|
Mr.
Keating’s salary is $144,000 per year. The median salary for CEO’s of
small public companies is about $600,000 per year (Source:
salary.com). Mr.
Keating is in the bottom 10th percentile of the CEOs salary range.
Rather
than seek an increase in his compensation at this time, Mr. Keating
is
seeking to liquidate a small portion of his
position.
|
II.
|
About
the Company’s move to the OTCBB from the Pink
Sheets
|
-
|
The
Company is positioning itself for the next stage of growth toward
its
goals of exploiting the technology it is
developing.
|
-
|
The
next stage will require additional capital. We believe Fully Reporting
companies listed on the OTC Bulletin Board (OTCBB) have access to
capital
sources that are not usually accessible to companies on the Pink
Sheets.
|
-
|
In
order to raise and attract quality investment capital, the Company
decided
to make the effort and incur the expenses necessary to qualify for
listing
on the OTCBB. Management felt that, to accomplish its goals, the
Company
must be a part of expanded capital markets.
|
-
|
Many
institutional investors, funds and high profile investors do not
deal with
companies that are not Fully Reporting or Pink Sheet companies.
|
-
|
Only
Fully Reporting companies are eligible to be listed on the Bulletin
Board
- thus providing maximum transparency/disclosure for shareholders
and
investors.
|
-
|
3DIcon
is engaged in the creation of technology that is transformational
as well
as disruptive. This
is a lofty and challenging goal which takes time and requires substantial
capital resources to fund and sustain the development of this
technology.
|
-
|
We
believe that the Bulletin Board is not the final destination of the
Company - the Company intends to try to move up as it qualifies for
other
exchanges.
|
III.
|
Status
of Research &
Development
|
-
|
3DIcon
is engaged in attempting to create true volumetric 3D Projection
Technology. What we are trying to accomplish is transformational
and
unique. In other words, it is a pioneering effort. It is neither
easy nor
quick.
|
-
|
After
the exploratory study conducted by the University of Oklahoma (OU)
in
2006, the research and development began only after when we signed
the
Sponsored Research Agreement (SRA) with OU in July of
2005.
|
-
|
We
renewed and extended the SRA in March of 2007 to continue the research
through March of 2010, bringing the cumulative contract price to
$4,047,439 and a long term 4 year
commitment.
|
-
|
We
are simultaneously pursuing two approaches for establishing a unique
volumetric technology portfolio under the SRA with
OU.
|
-
|
Our
research includes multi-disciplinary teams from OU. The multi-disciplinary
teams include research and development in the following
areas:
|
o
|
Electronics,
Electrical Sciences, Computer Sciences; LED and
OLEDs
|
o
|
Chemical
Engineering; Nano-technology
|
o
|
Photonics
and Optical Sciences
|
-
|
The
research contract with OU allows us to engage world-class talent
utilizing
a state-of-the art infrastructure.
|
-
|
The
research and development effort has already led to the filing of
the
following patents:
|
Description
of Patent Application
as filed
|
Provisional
US Patent
File No.
|
Description
of Utility Patent Application
Filing (Combined)
|
Utility
Patent File
No.
|
Date
of Filing
|
Swept
Volume Display
|
|
Swept
Volume Display
|
US
11/528.306
|
9/27/2006
|
Colorful
Translation Light Surface 3D Display
|
US
60/794,901
|
Light
Surface Display for Rendering Three-Dimensional Image
(Combined)
|
US
11/789.767
|
4/25/2007
|
Colorful
Translation 3D Volumetric Display
|
US
60/796,249
|
|||
3D
Light Surface Display
|
US
60/854,557
|
|||
Volumetric
Liquid Crystal Display
|
US
60/794,903
|
Volumetric
Liquid Crystal Display for Rendering Three-Dimensional Image
(Combined)
|
US
11/789,674
|
4/25/2007
|
Volumetric
Liquid Crystal Display
|
US
60/877,404
|
|||
Computer
System Interaction with DMD
|
US
60/898,008
|
Utility
Patent Application to be filed
|
|
1/29/2007
|