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 (Earliest event reported) January 21, 2006
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
including area code)
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:
|_| 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 January 21, 2006, we entered into Executive Employment Agreements with two of
our executive officers, Darryl L. Canfield (our Vice President, Treasurer, Chief
Financial Officer and Secretary) and Jeffrey L. Helfer (our Vice President and
General Manager - Cardiovascular Products ).
Mr. Canfield's agreement is effective as of November 9, 2005 and has an initial
term of 2 years, automatically renewable for additional one-year terms, but
subject to earlier termination without cause by either party upon 30 days'
written notice and by us for cause, immediately upon notice. Mr. Canfield's
initial base salary is $180,000 per annum. We also agreed to grant Mr. Canfield
options to purchase 600,000 shares of our Common Stock at an exercise price
equal to the fair market value of such shares on the date of grant. 100,000 of
the options vested on the date of grant, the balance of such options will be
subject to vesting in installments every six months through June 1, 2008. If Mr.
Canfield's employment is terminated following a change of control, Mr. Canfield
will be entitled to a severance payment equal to six months of his then current
salary; in addition, in the event of termination of his employment under such
circumstances, Mr. Canfield will be immediately vested in any warrants, options,
retirement plans or agreements then in effect and we will continue his medical,
dental, and vision insurance for six months following termination of his
employment. In connection with the execution of his Executive Employment
Agreement, Mr. Canfield also entered into our standard Employee Confidential
Information, Invention and Non-Competition Agreement, pursuant to which, among
other things, he agreed that for a period of one year following termination of
his employment for any reason he will not compete with us, solicit any of our
employees or clients, or otherwise engage, assist, or participate directly or
indirectly in the same business or businesses as that or those conducted by us.
Mr. Helfer's agreement is effective January 1, 2006 and has an initial term of 2
years, automatically renewable for additional one-year terms unless either party
give notice of non-renewal at least 90 days prior to the end of any term. Mr.
Helfer's initial base salary is $180,000 per annum. In addition, Mr. Helfer is
eligible for bonuses upon early achievement of four milestones related to our
rights to acquire additional equity interests in Myotech LLC (in each instance,
in an amount of up to $12,000) and to an additional bonus of up to $250,000 in
the event the entire program of four milestones is completed ahead of schedule.
Mr. Helfer may terminate his employment at any time upon 30 days' written
notice, and we may terminate it for cause, immediately upon notice. If Mr.
Helfer terminates his employment for "good reason" (as such term is defined in
the agreement), he will be entitled to (i) continued payment of his then current
base salary; and (ii) reimbursement for continuation of his medical benefits for
himself and all dependents. In addition, if Mr. Helfer terminates his employment
for good reason, he will be released from all post-employment non-competition
obligations. Except under such circumstances, Mr. Helfer will be prohibited, for
three years following termination of his employment, from directly or indirectly
engaging in the business of or technology relating to non-blood contacting
cardiac support devices that provide any form of mechanical or fluidic
assistance to the heart in supporting blood circulation in the body.
The Executive Employment Agreements include other conventional terms. Mr.
Canfield's agreement (including the attached Employee Confidential Information,
Invention and Non-Competition Agreement) is filed as Exhibit 10.1 to this
Current Report on Form 8-K and Mr. Helfer's agreement is filed as Exhibit 10.2
to this Current Report on Form 8-K. The foregoing descriptions of such
agreements are qualified in their entirety by reference to such Exhibits.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description of Exhibit
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10.1 Executive Employment Agreement dated as of November 9, 2005
between Biophan Technologies, Inc. and Darryl L. Canfield,
together with Employee Confidential Information, Invention and
Non-Competition Agreement
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10.2 Executive Employment Agreement dated as of January 1, 2006
between Biophan Technologies, Inc. and Jeffrey L. Helfer
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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.
BIOPHAN TECHNOLOGIES, INC.
/s/ Darryl L. Canfield
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Date: January 26, 2006 Darryl L. Canfield
Vice President and Chief Financial Officer