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): June 8,
2009
Senesco
Technologies, Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-31326
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84-1368850
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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303
George Street, Suite 420, New Brunswick, New Jersey
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08901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(732) 296-8400
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(Registrant's
telephone number,
including
area code)
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Not applicable
(Former
Name or Former Address, if Changed Since Last Report)
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Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following
provisions:
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)).
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Directors.
Appointment of Warren J.
Isabelle, M.D. to the Board of Directors
On June 8, 2009, upon the
recommendation of the Nominating and Corporate Governance Committee (the
“Nominating Committee”) of the Board of Directors (the “Board”) of Senesco
Technologies, Inc. ( the “ Company”), the Board increased the size of the Board
from nine (9) members to ten (10) members, and appointed Mr. Warren J. Isabelle,
CFA to fill such vacancy. Mr. Isabelle will serve as a member of the Board
until the Annual Meeting of Stockholders of the Company to be held in
2009.
Mr. Isabelle, age 57, is a founder
and principal of Ironwood Investment Management L.L.C., located in Boston,
MA. Mr. Isabelle founded Ironwood Investment management L.L.C in
August, 1997. From 1983 until 1997 Mr. Isabelle was with Pioneer
Management Corporation where he served most recently as Director of Research and
Head of U.S. Equities. Mr. Isabelle has also, since January, 2004
served as a member of the Public Board and the Investment Committee of the
University of Massachusetts Foundation.
There is no agreement or understanding
between Mr. Isabelle and any other person pursuant to which Mr. Isabelle was
appointed to the Board. Mr. Isabelle is not a party to any transaction, or
series of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
The Board is in the process of
determining which committee Mr. Isabelle shall serve upon, if any.
Mr. Isabelle will receive compensation
consistent with that awarded, as previously disclosed in the Company’s proxy
statement, to other Board members for his duties performed in serving on the
Board.
Appointment of Harlan W.
Waksal, M.D. to serve as Chairman of the Board
Effective June 8, 2009, Rudolf Stalder
notified stepped down from his position as Chairman of the Board of the Company.
Mr. Stalder’s decision was based upon personal reasons and not due to any
disagreement with the Company on any matter relating to the Company’s
operations, policies or practices. Mr. Stalder will remain a member
of the Board.
In addition, on June 8, 2009, upon the
recommendation of the Nominating Committee, the Company announced that it had
appointed current Board member, Harlan W. Waksal, M.D. to serve as Chairman of
the Board. Dr. Waksal shall serve as Chairman of the Board until his
successor shall have been elected and qualified or until his earlier resignation
or removal.
Creation of Executive
Committee
On June 8, 2009, the Board also formed
an Executive Committee of the Board of Directors. The Board appointed
each of Dr. Waksal, Mr. Stalder and current member, Mr. Christopher Forbes, to
serve on the Executive Committee. While the Executive Committee will
not have a charter, the Board has determined that the Executive Committee will
assist the Board in focusing on both scientific and financial matters related to
the Company.
Item
8.01 Other Events.
On June 9, 2009, the Company issued a
press release announcing the foregoing events. A copy of the press
release is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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99.1
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Press
Release issued by Senesco Technologies, Inc. on June 9,
2009.
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SIGNATURE
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.
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SENESCO TECHNOLOGIES,
INC. |
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Dated:
June 11, 2009
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By:
/s/ Joel
Brooks
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Name:
Joel Brooks
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Title:
Chief Financial
Officer
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