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) December 19, 2005
BIOPHAN TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-26057 82-0507874
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
150 Lucius Gordon Drive, Suite 215
West Henrietta, New York 14586
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(Address of principal executive offices) (Zip code)
(585) 214-2441
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(Registrant's telephone number)
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On December 19, 2005, Robert J. Wood, age 66 the Company's Chief Financial
Officer, Vice-President, Treasurer and Secretary, announced his resignation from
those positions effective January 20, 2006. Mr. Wood has been full-time Chief
Financial Officer, Vice-President and Treasurer since August 2001 and Secretary
since March 2004.
On the effective date of Mr. Wood's resignation, he will be succeeded in those
positions by Darryl L. Canfield, age 59. For the past five years, Mr. Canfield
has been employed as Vice-President, Corporate Controller and Chief Accounting
Officer at Genencor International, Inc. in Rochester, New York. Mr. Canfield is
a Certified Public Accountant and is a member of the American Institute of
Certified Public Accountants, the New York State Society of Certified Public
Accountants and Financial Executives International.
Mr. Canfield's employment agreement has an initial term of two years with
subsequent one-year renewal periods. His starting annual salary will be $180,000
and he has been granted 600,000 stock options with an exercise price of $1.87
per share. These options vest in increments of 100,000 through June 1, 2008. The
agreement also provides, among other things, for severance pay equal to six
months' base salary, payable in six equal consecutive monthly installments in
the event he is terminated by us within ninety (90) days following a change in
control. In addition, under such circumstances he will be immediately vested in
any options, warrants, retirement plan or agreements then in effect.
For purposes of the employment agreement "change in control" means (1) on
the date of the merger or consolidation of Biophan with another entity where the
members of the Board, immediately prior to the merger or consolidation, would
not, immediately after the merger or consolidation, constitute a majority of the
Board of the entity issuing cash or securities in the merger or consolidation;
(2) on the date Michael L. Weiner is terminated as CEO of the Company; or (3) on
the date of the sale or other disposition of all or substantially all of the
assets of Biophan.
In the event of termination for cause, all unexercised warrants and
options held by the applicable employee, whether or not vested, will be canceled
and the employee will not be eligible for severance payments. In the event of
voluntary termination, all vested warrants and options remain exercisable any
time after the date of such termination.
Item 7.01. Regulation FD Disclosure.
On December 19, 2005, we issued a press release announcing the appointment of
Darryl L. Canfield as CFO upon the retirement of Robert J. Wood. The press
release is filed herewith as Exhibit 99.1. The information in this report
furnished pursuant to Item 7.01 shall not be deemed to be filed for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that
section, unless we specifically state that the information is to be considered
filed under the Exchange Act, or we incorporate it by reference into a filing
under the Securities Act or the Exchange Act.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Number Exhibit
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99.1 Press Release dated December 19, 2005: Biophan Announces Appointment of
Former Genencor Executive Darryl L. Canfield to Post of Chief Financial
Officer; Current CFO Robert J. Wood to Move to Consulting Capacity in
January
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.
BIOPHAN TECHNOLOGIES, INC.
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(Registrant)
December 19, 2005 /S/ Robert J. Wood
Date________________ __________________________
(Signature)
Robert J. Wood
CFO, Treasurer, Secretary
(Principal Financial Officer)