IR Biosciences 8-K 4-24-2007
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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):
April 24, 2007
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
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Delaware
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033-05384
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13-3301899
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(State
of Incorporation)
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|
(Commission
File Number)
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(IRS
Employer Identification
No.)
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4021
N. 75th Street, Suite 201 Scottsdale,
AZ
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85251
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(Address
of principal executive
offices)
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(Zip
Code)
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(480)
922-3926
(Registrant’s
telephone number, including area code)
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 (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))
(d)
Appointment of Director
(1)
On
April 24, 2007, the Board of Directors of IR BioSciences Holdings, Inc. (the
"Company" or “IR BioSciences”) appointed a new director, Robert J. Hariri, M.D.,
Ph.D., to the Company's Board of Directors to fill a vacant directorship. Dr.
Hariri will serve until his successor is duly elected and qualified.
(2)
Dr.
Hariri and the
Company expect to enter into a Director’s Agreement which describes the duties
of Dr. Hariri, the fees and compensation and expense reimbursement for his
service, subject to the Board’s approval, the grant of non-qualified stock
options to Dr. Hariri for service as a director, his term of service and other
covenants and provisions. In addition, the parties expect to enter into the
IR
BioSciences’ standard form of director Indemnification Agreement. Pursuant to
this agreement, subject to the exceptions and limitations provided therein,
the
Company, has agreed to hold harmless and indemnify Dr.
Hariri to
the
fullest extent authorized by the Company’s articles of incorporation and
Delaware law, and against any and all expenses, judgments, fines and settlement
amounts actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding arising out of
his
services as a director.
(3)
Dr.
Hariri has not been appointed to or selected for any committees of the Board
of
Directors.
(4)
There
are no transactions between Dr. Hariri and the Company in the last two (2)
years, nor are there any proposed transactions, in which the amount involved
exceeds $60,000.
Item
7.01 Regulation FD Disclosure
On
April
25, 2007, the Company issued a press release announcing the appointment of
Robert J. Hariri, M.D., Ph.D. to the Company’s Board of Directors.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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99.1*
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Press
Release dated April 25, 2007
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*Filed
herewith
SIGNATURES
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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IR
BIOSCIENCES HOLDINGS, INC.
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|
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| Date: April
25, 2007 |
By: |
/s/ Michael
K.
Wilhelm
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Michael
K. Wilhelm
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President
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(Duly
Authorized Officer) |
EXHIBIT
INDEX
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Exhibit
No.
|
|
Description
|
|
99.1*
|
|
Press
Release dated April 25, 2007
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*Filed
herewith