irbo8-k110207.htm
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): November 1,
2007
IR
BIOSCIENCES HOLDINGS, INC.
(Exact
name of registrant specified in charter)
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Delaware
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033-05384
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13-3301899
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(State
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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8767
E. Via de Ventura, Suite 190, Scottsdale,
AZ
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(Address
of principal executive offices)
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(480)
922-3926
(Registrant’s
telephone number, including area code)
N/A
(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):
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 Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 1, 2007, the Board of Directors of IR BioSciences Holdings, Inc.
(the "Company") appointed a new director, Jerome Bernard Zeldis, M.D., Ph.D.,
to
the Company's Board of Directors to fill a vacant directorship. Dr.
Zeldis is Senior Vice President Clinical Research and Medical Development and
Chief Medical Officer of Celgene Corporation. Dr.
Zeldis will serve until his successor is duly elected and qualified. Dr. Zeldis
and the Company entered into a Director’s Agreement dated October 30, 2007 (the
“Agreement”). Pursuant to the terms of the Agreement Dr. Zeldis will receive the
same compensation and benefits as other non-employee members of the Board.
In
addition, he will be eligible to receive additional monetary compensation,
in
the event he performs additional functions and achieves additional milestones,
as agreed at such time. Furthermore, subject to the Board’s approval, for his
service as a member of the Company’s Board of Directors, the Company will grant
to Dr. Zeldis under the Company’s 2003 Stock Option, Deferred Stock and
Restricted Stock Plan, a non-qualified stock option to purchase 1,000,000 shares
of common stock at an exercise price per share equal to 85% of the fair market
value on the date of the grant approval to vest immediately.
Further,
the parties have entered into the Company’s standard form of director
indemnification agreement. Pursuant to this agreement, subject to the exceptions
and limitations provided therein, the Company has agreed to hold harmless and
indemnify Dr. Zeldis to the fullest extent authorized by the Company’s articles
of incorporation and Delaware law, and against any and all expenses, judgments,
fines and settlement amounts actually and reasonably incurred by him in
connection with any threatened, pending or completed action, suit or proceeding
arising out of his services as a director. Furthermore, during the term of
the
Agreement and for 12 months after, Dr. Zeldis has agreed, not to interfere
with
the Company’s relationship with its employees, customers, suppliers and other
business partners.
Dr.
Zeldis has not been appointed to or selected for any committees of the Board
of
Directors. There are no transactions between Dr. Zeldis and the Company in
the
last two (2) years, nor are there any proposed transactions, reportable under
Item 404(a) of Regulation S-B. There are no family relationships among Dr.
Zeldis and the individuals that comprise our Board of Directors and Executive
Officers.
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.
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IR
BIOSCIENCES HOLDINGS, INC.
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Date:
November 2, 2007
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By:
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/s/
Michael K.
Wilhelm
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Michael
K. Wilhelm
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President
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(Duly
Authorized Officer)
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