SEC Filing - The Coretec Group

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):

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))

Item 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Item 5.02.

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On July 28, 2008, 3DIcon Corporation (the “Company”) entered into an Employment Agreement with Dr. Hakki Refai (the “Employment Agreement”) pursuant to which Dr. Refai has agreed to serve as the Chief Technology Officer of the Company. Dr. Refai’s employment under the Employment Agreement commenced on July 28, 2008 and will continue for a term of one year from October 1, 2008, the date on which he will become a full-time employee of the Company. The term of the Employment Agreement will automatically extend for successive one year periods unless otherwise terminated by the parties in accordance with the terms of the Employment Agreement. The following represents the material terms of the Employment Agreement:

Annual salary of $175,000 until the achievement of certain technical milestones as provided in the Employment Agreement (the “Technical Milestones”). Upon achievement of the Technical Milestones, the annual salary shall increase to $200,000;

Commission which shall not exceed 3% of sales of the Company’s Pixel Precision and CSpace technologies products, which commission shall not exceed $30,000 for the 12 month period commencing on October 1, 2008 and $50,000 for the 12 month period commencing on October 1, 2009; and

Grant of 5,000,000 incentive stock options with a term of 10 years and an exercise price of $0.085 per share which vest as follows:

The first installment of 500,000 options are vested and exercisable on the date Dr. Refai commences full-time employment;

3,500,000 options, vesting in accordance with certain technical achievements, deliverables and milestones as provided in the Employment Agreement; and

1,000,000 options vesting in accordance with certain non-technical, general milestones as provided in the Employment Agreement or upon severance of the Employment Agreement under certain conditions as provided in the Employment Agreement.

Prior to and until Dr. Refai joins the Company on a full-time basis, he served as the co-principal investigator for the Static Volume / CSpace technologies being developed under the Company's Sponsored Research Agreement with the University of Oklahoma. Dr. Refai is the lead inventor of the CSpace technology and the creator of the Company’s first product, Pixel Precision™. He authored the patent applications for the Static Volume Displays, Virtual Moving Screen Displays and Interaction of Micro-Mirror Device with Computer System. Dr. Refai received his BS degree in electrical engineering in 1992 from Aleppo University in Syria and his MS and PhD degrees in electrical and computer engineering in 2002 and 2005, respectively, from the University of Oklahoma.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of business acquired.

Not applicable.

(b)

Pro forma financial information.

Not applicable.

(c)

Shell company transactions

Not applicable

(d)

Exhibits

No.		Description
10.15		Employment Agreement dated July 28, 2008 between 3DIcon Corporation and Dr. Hakki Refai
99.1		Press Release of 3DIcon Corporation dated July 29, 2008

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: July 28, 2008	By:	/s/ Vivek Bhaman
		Name: Vivek Bhaman
		Title: President and Chief Operating Officer

Press Release

Source: 3DIcon Corporation

Inventor of CSpace(TM) and Pixel Precision(TM) Joins 3DIcon as Chief Technology Officer

Tuesday July 29, 9:42 am ET

Dr. Hakki Refai, Award-Winning University of Oklahoma Research Scientist, to Focus Exclusively on the Accelerating Development and Commercialization of 3DIcon's Technologies

TULSA, Okla.--(BUSINESS WIRE)--3DIcon Corporation (OTCBB: TDCP - News), a development-stage technology company, today announced that Dr. Hakki Refai, the researcher whose discoveries led to the development of CSpace™ and Pixel Precision™ under 3DIcon’s Sponsored Research Agreement (SRA) at the University of Oklahoma (OU), will be assuming the position of Chief Technology Officer of 3DIcon following completion of his obligations at OU. Dr. Refai is expected to commence his formal duties in the current quarter. As CTO, Dr. Refai will be charged with the overall technology development of the Company, overseeing the ongoing development of 3DIcon’s portfolio of technologies at OU, which will continue under the SRA, as well as working closely with commercial and governmental licensing partners in the impending commercialization and marketing of 3DIcon's technologies.

Dr. Refai is an award-winning scientist who has served as the Senior Research Scientist in the School of Electrical and Computer Engineering at the University of Oklahoma. He received his Bachelor of Science degree in electrical engineering in 1992 from Aleppo University, Syria, and his M.S. and Ph.D. degrees in electrical and computer engineering in 2002 and 2005, respectively, from the University of Oklahoma.

Dr. Refai has authored or coauthored many journal and conference publications and has served on the program committee of two leading international conferences. Prior to his scientific endeavors, Dr. Refai built and operated a successful international electronics business.

“We have been hugely impressed with what Hakki Refai has developed for 3DIcon at OU, including our flagship 3D technology CSpace™ and our first revenue-producing product, Pixel Precision™,” said Martin Keating, 3DIcon’s chairman and CEO. “His joining our team as CTO is a testament to our mutual confidence in the upcoming commercialization of the technologies that he has spearheaded.”

Vivek Bhaman, 3DIcon president, added, “As we start to build potential licensing and development partnerships for our 3D technologies, having Dr. Refai’s expertise in-house will greatly enhance our ability to move the scientific and commercial efforts forward at an accelerated pace. Furthermore, as the inventor of our key 3D technology, CSpace™, Dr. Refai is the best person to direct and drive the integration of CSpace™ technology into industry and product-specific 3D applications.”

“I am excited and very pleased to be coming on board with 3DIcon at a momentous time in the transfer of these technologies from the lab to the commercial marketplace,” stated Dr. Refai. “It is my goal to advance and deliver critical milestones that will drive the advancement and commercialization of our technologies in the emerging 3D industry.”

Dr. Jim Sluss, principal investigator for 3DIcon's SRA at the University of Oklahoma, commented, “One of the most fulfilling parts of my job is to see fine young people like Hakki move on to technology leadership roles. I am thrilled that he is getting such an opportunity with 3DIcon! At OU we are very proud of producing top-notch scientific talent who are in demand from corporate America. Fostering such creative people and supporting their transfer between academia and private enterprise is in fact one of our top priorities. We congratulate Dr. Refai and look forward to our continued work on 3DIcon's groundbreaking 3D technologies here at OU.”

Pending wrap-up of his obligations at OU, Dr. Refai will be joining 3DIcon with an employment agreement which includes equity-based compensation and incentives that are subject to his meeting key technology milestones, including the creation of a fully operational prototype as well as integration with industry applications.

About 3DIcon Corporation

3DIcon Corporation (the “Company”) is a developer of groundbreaking 3D projection and display technologies that are being designed to produce full color, 360° volumetric images. The Company recently launched its first product, Pixel Precision™, a software product that targets the R&D market for developers using Texas Instruments' DLP line of products. Through its sponsored research agreement with the University of Oklahoma, 3DIcon owns the exclusive worldwide marketing rights to all 3D intellectual properties developed or under development under the 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 Relations

Dilek Mir, 310-591-5619