UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 29, 2005
IPIX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
8000 TOWERS CRESCENT DRIVE, SUITE 1350, VIENNA, VIRGINIA 22182
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 847-3660
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3160 CROW CANYON ROAD, SAN RAMON, CALIFORNIA 94583
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(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):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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.
On March 29, 2005, IPIX Corporation (the "Company") entered into a letter
agreement (the "Letter Agreement") with Kara Brand, our interim Chief Financial
Officer, which is being filed with this report as Exhibit 10.1. The Letter
Agreement provides for the payment of bonus compensation to Ms. Brand in an
amount equal to (i) $20,000 in consideration of the successful completion of the
Company's ongoing Sarbanes-Oxley Section 404 compliance implementation project
and (ii) $60,000 for the successful completion of Ms. Brand's service as Chief
Financial Officer. The Letter Agreement further provides that Ms. Brand will not
be required to serve as the Company's Chief Financial Officer upon the earlier
of (i) the filing and acceptance of the Company's Form 10-K or (ii) Ms. Brand's
removal as Chief Financial Officer by the Company's Board of Directors.
The Letter Agreement further supplements Ms. Brand's bonus compensation
established pursuant to a letter agreement dated October 25, 2004 (the "Prior
Letter Agreement"), which was entered into prior to Ms. Brand's election as the
Company's interim Chief Financial Officer. Pursuant to the terms of the Prior
Letter Agreement, the Company will pay Ms. Brand a bonus equal to $37,500 if she
remains with the Company until May 6, 2005. In addition, the Company will pay
Ms. Brand a severance payment equal to $75,000 if she remains employed by the
Company through May 6, 2005. A copy of the Prior Letter Agreement is filed with
this report as Exhibit 10.2.
Effective April 1, 2005, the Company entered into an employment agreement (
the "Agreement") with Charles Crew, which is being filed with this report as
Exhibit 10.3. The Agreement contains the terms of Mr. Crew's employment and
provides that he will serve as Chief Financial Officer of the Company until his
resignation or removal. The Agreement provides that Mr. Crew will receive a base
salary of $200,000 per year and will be eligible for an annual bonus, which will
be determined by the Board of Directors. In addition, the Company issued to Mr.
Crew an option to purchase 250,000 shares of common stock at an exercise price
of $2.58 per share. The Company may terminate the Agreement with or without
cause; however, if the Company terminates the Agreement without cause, or if Mr.
Crew resigns for good reason, he is entitled to a severance payment of his
then-current base salary which will be paid in twelve monthly installments. In
the event Mr. Crew is terminated without cause or resigns for good cause within
two (2) years of a change of control, Mr. Crew is entitled to payment of his
then-current base salary within ten (10) days of his termination or resignation.
Within thirty (30) days of termination without cause, resignation for good
reason or termination or resignation within two (2) years of change of control,
Mr. Crew would also be entitled to a pro-rata payment of any bonus earned.
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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective April 1, 2005, Kara Brand resigned as Interim Chief Financial
Officer, Treasurer and Secretary of the Company. The Company appointed,
effective April 1, 2005, Charles Crew as Executive Vice President, Chief
Financial Officer, Treasurer and Secretary of the Company.
Prior to his appointment as Chief Financial Officer of the Company, Mr.
Crew was executive vice president, chief financial officer and a member of the
Board of Directors of Cigital, Inc. Cigital, Inc. is a provider of software
quality and software security solutions. Prior to joining Cigital Inc., Mr. Crew
spent nine years at Group 1 Software, Inc. as executive vice president, chief
financial officer and a member of the Board of Directors. Group 1 Software
provides software solutions for data quality, direct marketing and data
integration.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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10.1 Letter Agreement dated March 29, 2005 between the Company and
Kara Brand
10.2 Letter Agreement dated October 25, 2004 between the Company and
Kara Brand
10.3 Employment Agreement dated April 1, 2005 between the Company
and Charles Crew
99.1 Press release dated April 4, 2005
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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.
IPIX CORPORATION
Dated: April 4, 2005 /s/ Clara M. Conti
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Clara M. Conti
President and Chief Executive Officer
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