Item 5.02 - Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Departure and Appointment of Officers
On January 11,
2008, Kenneth Deane resigned as Isonics Corporations chief financial officer,
principal financial officer, secretary, and treasurer. Mr. Deane advised Isonics that he
resigned for personal reasons, and not because of any disagreement with
management or Isonics practices or policies.
A copy of the disclosure in this Form 8-K was provided to Mr. Deane
on or before January 11, 2008. He
has not expressed any disagreement with the disclosure contained herein.
Effective January 11, 2008, Isonics
Corporation appointed Gregory Meadows, 45, as its chief financial officer, vice
president-finance, and treasurer to replace Mr. Deane. Mr. Meadows joined Isonics in March 2004
as Corporate Controller. In February 2007
he was promoted to vice president of business operations while retaining the
position of controller. Prior to working
for Isonics, Mr. Meadows served as treasurer of Sage Telecommunications
for two years. Prior to working with Sage Telecommunications, Mr. Meadows
served as the controller of the construction division of Western Integrated
Networks for two years. Mr. Meadows holds a bachelor of science
degree from Colorado State University and is a Certified Public
Accountant. Mr. Meadows has no
family relationships with other officers or directors of Isonics.
Effective January 11, 2008, the
Board of Directors appointed Chris Toffales, 56, chairman of the Board of
Directors, as chief executive officer of Isonics. Mr. Toffales was originally appointed a
director and chairman of Isonics in, and has been an employee of Isonics since,
February 2007 as reported in a Form 8-K reporting an event of February 13,
2007. Mr. Toffales has been
President and Director of CTC Aero, LLC, a defense advisory consulting firm, since
2003. He served as a director of Irvine Sensors Corporation (Irvine Sensors)
of Costa Mesa, California, from August 2004 through December 2007.
Irvine Sensors (Nasdaq: IRSN) is involved in the design, development,
manufacture and sale of miniaturized vision systems and electronic products for
defense, security and commercial applications. He served, from January 2004
to February 2007, as a director and Vice Chairman of Communications and
Power Industries, Inc. a provider of military and commercial electronic
products and its parent CPI International, Inc. (Nasdaq: CPII). From 1999
to 2003, Mr. Toffales was a Senior Vice President of DRS Technologies, Inc.,
a supplier of military electronics systems (including infrared imaging
systems), and also served as President of DRS Technologies Systems Company, a
subsidiary of DRS. From 1998 to 1999, Mr. Toffales was Vice President for
Business Development of Lockheed Martin Fairchild Systems, an aerospace and
defense firm. Prior to these positions, Mr. Toffales held various officer
level positions at Lockheed Martin Corporation and Loral Fairchild Systems,
both of which are aerospace and defense firms. Mr. Toffales holds a B.S.
in Electrical Engineering from City College of New York. Isonics is a 90% owner of SenseIt Corp., of
which Mr. Toffales is a 10% owner, president and an employee. Through SenseIt, Isonics has a former
contractual relationship with Irvine Sensors.
Isonics has previously reported the material terms of Mr. Toffales
employment agreement with Isonics in a Form 8-K reporting an event of February 13,
2007. Isonics expects to renegotiate the
terms of this agreement and, as described below, has delegated the authority to
do so to the Compensation Committee.
At the same time, the Board of Directors
confirmed John Sakys (39) continuing roles as president, chief operating
officer, and secretary of Isonics.
Mr. Sakys
joined Isonics in May 2001 as controller.
He was promoted to vice president, chief financial officer effective September 3,
2001, and he served as corporate secretary. From September 2000 to April 2001
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Mr. Sakys
was controller of AuraServ Communications.
From July 1998 to September 2000 Mr. Sakys was director
of financial reporting for Media One, Inc. From December 1994 to July 1998
Mr. Sakys was an audit manager at Ernst and Young LLP.
Mr. Sakys
received his Bachelors degree in Business Economics with an emphasis in
accounting from the University of California at Santa Barbara and is a
Certified Public Accountant.
There
are no family relationships among these persons. The Board of Directors delegated the
authority to discuss compensation arrangements and employment agreements with
these officers to the Compensation Committee of the Board, a committee that
consists of independent directors.
Changes to Compensatory
Arrangements
On January 11, 2008, the Board of
Directors adopted resolutions indicating that it did not intend to submit
either the 2007 Restructuring Equity Plan or the amendment increasing the
number of shares included in its 2005 Stock Option Plan to the shareholders for
approval. The effectiveness of both the
2007 Restructuring Equity Plan and the amendment to the 2005 Stock Option Plan
was dependent upon shareholder approval within a year of their adoption. Inasmuch as neither will be submitted to
shareholders for approval, all options granted under the 2007 Restructuring
Equity Plan and the options granted under the 2005 Stock Option Plan in excess
of those previously authorized have been terminated and be of no further force
or effect. These include options issues
to the executive officers named above.
The adoption (subject to shareholder approval) of the 2007 Restructuring
Equity Plan was previously reported in a Form 8-K reporting an event of February 13,
2007. The amendment (subject to
shareholder approval) of the 2005 Stock Option Plan was previously reported in
Isonics Form 10-K for the year ended April 30, 2007.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 14
th
day of January 2008.
Isonics Corporation
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By:
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/s/ John Sakys
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John Sakys
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President and Chief Operating Officer
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