8K filed for CYGX:
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 6, 2007
CytoGenix, Inc. (Exact name of registrant as specified in its charter)
0-26807
(Commission File Number)
NEVADA 76-0484097 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3100 Wilcrest Drive, Suite 140, Houston, Texas
77042
(Address of principal executive offices)
(Zip Code)
(713) 789-0070
Registrant's telephone number, including area 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))
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ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On August 31, 2007, CytoGenix's management appointed Greg S. Taylor as Chief Financial Officer and Vice President for Finance and Administration of CytoGenix Inc., effective September 1, 2007. Mr. Taylor will be the principal financial officer and principal accounting officer of CytoGenix.
Mr. Taylor, age 47, has served as Managing Director of Monterey Capital Partners, a private equity investment firm from 1996 to the present. From 2003 to 2005, Mr. Taylor was Vice President of Finance and Business Administration, Chief Financial Officer, at the College of Biblical Studies. Previously he served as a Vice President with the investment banking division of Sumitomo Trust and Banking and with Bunker Hill Associates, a merchant-banking firm. Mr. Taylor began his career as a CPA with Ernst and Whinney, a national public accounting firm and received a Bachelor of Business Administration and a Masters of Taxation both from Baylor University.
Effective as of September 1, 2007, Mr. Taylor and CytoGenix executed an employment letter (the "Employment Letter"). Under the terms of the Employment Letter, Mr. Taylor's employment will be at-will and the employment may be terminated at any time, with or without cause, by either Mr. Taylor or CytoGenix. Mr. Taylor will receive (i) an initial annual base salary of $180,000; (ii) a restricted stock grant to purchase 500,000 shares of CytoGenix's common stock at a purchase price of $0.001 per share; (iii) an option to purchase 3,400,000 shares of CytoGenix common stock at a price per share equal to the fair market value of CytoGenix's common stock at the date of grant, vesting over four years with 33.3% of such option shares vesting on the date of grant and thereafter 33.3% of such option shares vesting at the first and second anniversaries of the date of grant. Mr. Taylor will be entitled to a cash bonus of $50,000 if an agreement is executed by CytoGenix in the first year of his employment that provides for $10,000,000 or more to be paid for CytoGenix equity securities or a cash bonus of $75,000 if an agreement is executed by CytoGenix in the first year of his employment that provides for $20,000,000 or more to be paid for CytoGenix equity securities. Either bonus will be paid 1/2 by CytoGenix at consummation of the transaction with the remaining 1/2 to be paid on the first anniversary date of the consummation. Mr. Taylor will also receive certain other employee benefits available generally to all employees or specifically to executives of CytoGenix, including participation in CytoGenix's management incentive bonuses awarded by the board of directors. Under the terms of the Employment Letter, if Mr. Taylor is terminated by CytoGenix without cause, he will be entitled to (i) continued payment of his then base salary and provision of benefits for a period of one year. As a condition to employment, Mr. Taylor signed an Employee Confidentiality, Intellectual Property Assignment and Non-Compete Agreement, which prohibits Mr. Taylor from disclosing CytoGenix confidential information and trade secrets, assigns all intellectual property developed by him in the course of employment to CytoGenix and prohibits him from soliciting CytoGenix's employees [during the term of the agreement and for a period of one year following termination of the employment].
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits.
99.1
Employment Letter of Greg S. Taylor dated August 31, 2007
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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.
Date: September 6, 2007 CytoGenix, Inc. By /s/ Malcolm H. Skolnick Malcolm H. Skolnick, Chief Executive Officer
August 31, 2007
Dear Greg:
CytoGenix, Inc. is pleased to confirm the offer extended to you to join CytoGenix in the position of Chief Financial Officer, Vice President of Finance and Administration, and Treasurer of the Company reporting to the Chief Executive Officer (CEO). Your employment with CytoGenix will begin on or after September 1, 2007.
You will be compensated with an annual salary of $180,000 per year subject to normal withholdings. Additional raises and bonuses will be granted subject to merit and discretion of board. Payroll dates are the 15th and last day of every month. You will receive an initial grant to purchase section 144 restricted common stock of 500,000 shares at $.001; You will also receive a stock option award of Initial grant of options of 3,400,000 shares from the 2003 CytoGenix, Inc. Employee Stock Option Plan set with a strike price equal to the opening price on the effective date of this letter, August 31, 2007 with 1,133,333 shares to vest upon execution of the employment contract and an additional 1,133,333 shares to vest on each successive anniversary of the employment contract. This award is subject to the terms and conditions of the Cytogenix, Inc. Employee Stock Option Plan. As a key employee, you will participate in this and future ESOP plans.
In addition, from time to time, the Board of Directors authorizes payment of a bonus of cash or company stock to reward individuals and group performance. Specific bonuses will include a cash bonus of $50,000 for an agreement executed in the first year of your employment which provides for $10,000,000 or more in capital or a cash bonus of $75,000 for an agreement executed in the first year of your employment which provides for $20,000,000 or more in capital. Either bonus will be paid 1/2 at execution of any such equity agreement(s) and 1/2 at the first anniversary of the execution date.
As an employee of CytoGenix, you will receive a copy of the CytoGenix Employee Manual, and insurance booklets that outline our personnel policies and benefits programs. After the required 30-day waiting period, you and your dependents will be eligible to enroll in the company medical, dental and flex spending plans. You will be eligible for 15 days of vacation and 5 days of sick leave per year. You may utilize paid administrative leave at the discretion of the CEO.
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If you choose to accept this offer, please understand that, initially, your employment is "at-will," voluntarily entered into and is for no specific period. As a result, you are free to resign at any time, or for any reason or for no reason. Similarly, CytoGenix is free to conclude its at-will employment relationship with you at any time, with or without cause. The Company will execute a mutually agreeable employment agreement with you prior to September 30, 2007 which incorporates the terms of this letter agreement and will provide for one (1) year of severance payments if you are terminated without cause, as well as, compensation for unused vacation and COBRA benefits.
As a condition of employment, you will be requested to sign an Employee Confidentiality, Intellectual Property Assignment and Non-Compete Agreement. You should also note that by Federal statutes, you would be required to show proof of citizenship, permanent residency in the U.S., or authorization to work in the U.S. within three business days of your date of hire.
To indicate your acceptance of this offer, please sign below. Keep one copy for your files and return one copy to me. This letter along with the CytoGenix Employee Manual sets forth the terms of your employment with CytoGenix, Inc. and supersedes any prior representations or agreements, whether written or oral. This letter may only be modified by a written agreement signed by you and an appropriate officer of CytoGenix.
Sincerely,
Malcolm Skolnick
President/CEO
____________________________
Greg S. Taylor
Date Accepted
Sep 06, 2007
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