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): November 7, 2007
3DIcon
Corporation
(Exact
name of registrant as specified in charter)
Oklahoma
(State
or other jurisdiction of incorporation)
|
333-
(Commission
File
Number)
|
73-1479206
(IRS
Employer
Identification
No.)
|
7507
S. Sandusky
Tulsa,
OK
(Address
of principal executive offices)
|
74136
(Zip
Code)
|
Registrant’s
telephone number, including area code: (918) 492-5082
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd
Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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):
oWritten
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))
Item
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On
November 7, 2007, the Board of Directors of 3DIcon Corporation (the “Company”)
adopted a resolution by unanimous written consent to appoint Victor F. Keen
as a
director. There are no understandings or arrangements between Mr. Keen and
any
other person pursuant to which Mr. Keen was selected as a director. Mr. Keen
does not have any family relationship with any director, executive officer
or
person nominated or chosen by the Company to become an officer or director.
The
Company announced Mr. Keen’s appointment via a press release issued on November
13, 2007, a copy of which is attached hereto as Exhibit 99.1
Mr.
Keen
is 66 years old. Until March 1, 2007, Mr. Keen served as the chair of the Tax
Practice Group at Duane Morris. He is currently of counsel to the firm. Mr.
Keen
has served on the board of directors of Research Frontiers, Inc. (“Research
Frontiers”) for over 10 years. He has been chair of the compensation committee
of Research Frontiers for the last 5 years.
On
December 15, 2005, Mr. Keen purchased a convertible debenture in the principal
amount of $50,000 from the company (the “December
2005
Debenture”).
The December 2005 Debenture had a conversion price of $0.05 per share and has
been converted into 1,000,000 shares of the Company's common stock.
On
August
24, 2006, Mr. Keen purchased a convertible debenture in the principal amount
of
$100,000 from the Company the (“August
2006
Debenture”).
The August 2006 Debenture had a conversion price of $0.05 per share and has
been
converted into 2,000,000 shares of the Company's common stock. In addition,
Mr.
Keen received 116,889 shares of the Company's common stock as payment of
outstanding interest on the August 2006 Debenture.
On
October 24, 2006, Mr. Keen purchased a convertible debenture in the principal
amount of $100,000 from the Company (the “October
2006
Debenture”).
The October 2006 Debenture had a conversion price of $0.05 per share and has
been converted into 2,000,000 shares of the Company's common stock. The Company
issued 89,778 shares of its common stock as payment of outstanding interest
on
the October 2006 Debenture.
Item
9.01 Financial Statements and Exhibits.
(a) |
Financial
statements of business
acquired.
|
Not
applicable.
(b) |
Pro
forma financial
information.
|
Not
applicable.
No. Description
99.1 Press
Release
of 3DIcon Corporation dated November 13, 2007
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
|
|
|
3DIcon
Corporation |
|
|
|
Dated: November
13, 2007 |
By: |
/s/ Vivek
Bhaman |
|
Name:
Vivek
Bhaman
Title:
President
and Chief Operating Officer
|
3DIcon
Welcomes Victor Keen To Its Board
TULSA,
Okla.-November 13, 2007 -- 3DIcon Corporation (OTCBB: TDCP),
a
development-stage technology company, today announced the appointment of Victor
Keen to its board of directors. Mr. Keen is a significant shareholder in 3DIcon
and currently serves on the board of directors of Research Frontiers, Inc.
(NASDAQ: REFR). He has extensive experience in the arena of technology
commercialization and licensing.
Victor
Keen is a graduate of Harvard Law School and Trinity College. Until March 1,
2007 he served as the chair of the Tax Practice Group at Duane Morris, LLP,
one
of the 100 largest law firms in the U.S. with more than 600 attorneys. Mr.
Keen
has become of counsel to the firm. He currently devotes the majority of his
time
to his board memberships as well as real estate investments in New York
City.
For
more
than ten years Mr. Keen has served on the board of Research Frontiers, a
developer of “Smart Glass” through licensees around the world. For the past five
years he has also served as the head of the compensation committee for Research
Frontiers. Recently, Mr. Keen assumed the position of Board Observer for Egenix,
Inc., a bioresearch firm focused on developing treatments for several specific
cancers.
Mr.
Keen
has a successful history of investment in both start-up and operational stage
companies. "I look forward to playing an active role as a board member by
supporting 3DIcon through its next phase of growth via technology
commercialization, licensing, strategic partnerships, and revenue generation,”
stated Mr. Keen. “I see tremendous potential in their technology
portfolio.”
Martin
Keating, 3DIcon's chairman and CEO, stated, “We are honored to welcome Victor
Keen as our newest board member. The progress we have made has attracted
topflight business people to our board who, we feel, will further support and
facilitate our growth."
About
3DIcon Corporation
3DIcon
Corporation is a development-stage company whose mission is to create and market
genuine full-color, volumetric 360-degree 3D technology. Through a sponsored
research agreement with the University of Oklahoma (OU), 3DIcon owns the
exclusive worldwide marketing rights to all 3D intellectual properties developed
or under development under its SRA.
SAFE
HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION ACT OF 1995
With
the
exception of historical information, the matters discussed in this news release
are forward-looking statements that involve a number of risks and uncertainties.
The actual future results of 3DIcon could differ significantly from those
statements. Factors that could cause actual results to differ materially include
risks and uncertainties such as the inability to finance the company's
operations, inability to hire and retain qualified personnel, and changes in
the
general economic climate. In some cases, you can identify forward-looking
statements by terminology such as "may," "will," "should," "expect," "plan,"
"anticipate," "believe," "estimate," "predict," "potential" or "continue,"
the
negative of such terms, or other comparable terminology. These statements are
only predictions. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, such statements should not be
regarded as a representation by 3DIcon, or any other person, that such
forward-looking statements will be achieved. We undertake no duty to update
any
of the forward-looking statements, whether as a result of new information,
future events or otherwise. In light of the foregoing, readers are cautioned
not
to place undue reliance on such forward-looking statements.
Contact:
3DIcon
Corporation
Investor
and Media Relations:
Dilek
Mir, 646-233-3353