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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
February 18, 2000
(Date of earliest event reported)
IMMUCELL CORPORATION
(Exact name of registrant as specified in its charter)
0-15507
(Commission file number)
DELAWARE 01-0382980
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
56 Evergreen Drive
Portland, ME 04103
(Address of principal executive offices and zip code)
(207) 878-2770
(Registrant's telephone number, including area code)
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Item 5. OTHER EVENTS
(a) Changes in Board of Directors and Management
On February 18, 2000, the Registrant announced the appointment of Dr.
John P. Donahoe and Dr. Keith N. Haffer to serve on its Board of Directors.
These appointments fill vacancies created by the resignation last fall of
John R. McKernan, Jr. and the resignation this month of George W. Masters.
Contemporaneously with the appointment of the two new directors, Dr. Joseph
H. Crabb, vice president and chief scientific officer, and Stafford C.
Walker, vice president and chief marketing officer, resigned from the
Registrant's Board of Directors to focus their full efforts on the
development and marketing of the Registrant's products. The net result of
these changes is that the Registrant's Board of Directors is now comprised
of five outside directors and one member of management. In its important
realignment of management, the Registrant also announced that Michael F.
Brigham, formerly vice president and chief financial officer, was appointed
president and chief executive officer.
The details of the changes in the Registrant's Board of Directors and
management were provided in a press release dated February 18, 2000, a copy
of which is filed as Exhibit 99 to this Current Report on Form 8-K and is
incorporated herein by this reference.
(b) Advance Notice Procedures
The deadline for stockholders to submit proposals for inclusion in the
Registrant's proxy statement for its 2000 annual meeting of stockholders
was December 28, 1999. Under advance notice provisions in the Registrant's
Bylaws, any stockholder who intends to nominate candidates for election as
directors or present a proposal at the annual meeting of stockholders of
the Registrant, without inclusion of such proposal in the Registrant's
proxy materials, is required to provide advance notice to the Registrant.
Notice must be received by the Secretary of the Registrant no earlier than
March 20, 2000 and no later than April 19, 2000, and meet other
requirements set forth in the Bylaws. A copy of the pertinent Bylaws
provisions is available upon request to the Secretary.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99. Press release of the Registrant dated February 18, 2000.
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.
IMMUCELL CORPORATION
Date FEBRUARY 28, 2000 /S/ Michael F. Brigham
Michael F. Brigham
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit
Sequential
NUMBER DESCRIPTION
PAGE
NUMBERS(S)
99. Press release of the Registrant dated February 18, 2000.
4
FOR IMMEDIATE RELEASE:
February 18, 2000
IMMUCELL ANNOUNCES CHANGES IN BOARD OF DIRECTORS AND MANAGEMENT
PORTLAND, Maine -- February 18, 2000 -- ImmuCell Corporation (NASDAQ/ICCC)
today announced the appointment of Dr. John P. Donahoe and Dr. Keith N.
Haffer, two individuals with backgrounds in animal health products, to
serve on its Board of Directors. These appointments fill vacancies created
by the resignation last year of former Maine Governor John R. McKernan, Jr.
and the recent resignation of Chairman George W. Masters, who has moved
from Portland to his original home in Ontario, Canada where he will serve
on the Advisory Committee of the Biotechnology Commercialization Center
Fund and as chairman of Guard Inc.
Dr. Donahoe is president of Maine Biological Laboratories in Waterville,
Maine a world leader in poultry health products. He earned his D.V.M. and
Ph.D. from the University of Georgia. He brings considerable experience
with USDA regulated animal health products to ImmuCell's board.
Dr. Haffer is president of Advantage Bio Consultants, Inc. of Garretson,
South Dakota, an animal health consulting firm. He earned his Ph.D. from
the University of Massachusetts in veterinary virology and immunology. He
brings a wide variety of animal health related product development and
commercialization experience to ImmuCell's board.
Mr. Masters commented, "With ImmuCell now well-positioned with its growing
and profitable animal health strategy, the timing is right for me to move
on to pursue other interests. I intend to maintain good contacts with
ImmuCell especially where I see animal health opportunities that may be of
interest to the Company."
"We are very excited to have been successful in attracting John and Keith
to join our Board at a time when their extensive animal health expertise
could be of great value in helping us grow the Company," commented Mr.
Brigham. "At the same time, we want to sincerely thank both John McKernan
and George Masters for their contributions to the Company, especially
during last year's transition into a profitable and growing animal health
company."
Contemporaneously with the appointment of two new directors with animal
health experience, the Company also announced that Dr. Joseph H. Crabb,
vice president and chief scientific officer, and Stafford C. Walker, vice
president and chief marketing officer, will step down from the Company's
board of directors to focus their full efforts on the development and
marketing of the Company's products. The net result of these changes is
that the Company's board of directors is now comprised of five outside
directors and one member of management.
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Page 2
In its important realignment of management, the Company also announced that
Michael F. Brigham, formerly vice president and chief financial officer,
was appointed president and chief executive officer. "The interim
management structure in place during the past year served us very well
during our strategic transition to an animal health company in 1999. We
focused on profitability, brought an internally-developed product to market
and consummated a product acquisition," commented Mr. Brigham. "Joe and
Stafford have now expressed their strong desire to focus all of their
energies on product development and marketing, as such efforts will be the
key to the Company's long term success."
ImmuCell Corporation is a biotechnology company striving to build
shareholder value by commercializing proprietary technologies and helping
dairy and beef producers and their veterinarians manage disease and
reproduction in their herds. The Company is also conducting an open label,
efficacy study of DiffGAM, a human application of its milk-derived passive
antibody technology for use as an alternative to antibiotics in the
treatment and/or prevention of Clostridium difficile-associated diarrhea.
In addition, ImmuCell is marketing Crypto-Scan(r), a novel drinking-water
test that detects the presence of Cryptosporidium in drinking-water
supplies worldwide.
ImmuCell Corporation press releases and other information about the Company
are available at its corporate web site at http://www.ImmuCell.com.
ImmuCell Contact: Michael F. Brigham
President and Chief Executive Officer
(207) 878-2770 Ext. 106
