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): 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

Copies to:
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.

(c)  
Exhibits.
 
        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