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): September 14, 2000
TCPI, INC.
------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Florida 0-25406 65-0308922
------- -------- ----------
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
</TABLE>
3341 S.W. 15th Street
Pompano Beach, Florida 33069
----------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 954/979-0400
Former Name of Corporation
------------------------------------------------
(Technical Chemicals and Products, Inc.)
<PAGE>
Item 5. Other Events
Change In Board Of Directors and Management.
--------------------------------------------
Effective September 12, 2000, the Company's Board of Directors has
elected Martin Gurkin, Ph.D. as Chairman of the Board and appointed TCPI's Chief
Executive Officer, Elliott Block, Ph.D., to also become President of TCPI. Jack
L. Aronowitz, the Company's former Chairman and President, has retired for
personal reasons due to the health situation of a family member. He will
continue to serve as a Director and as a consultant to TCPI.
Dr. Gurkin, 67, has a distinguished career in the medical diagnostic
and instrumentation industry. He has been a Director of TCPI since January 1996
and served as Senior Vice President and Chief Operating Officer of the Company
from 1996 until his retirement on March 5, 1999. Prior to joining TCPI, he
served as Vice President of ISCO, Inc., a publicly held manufacturer of
scientific analytical instrumentation, from October 1989 to December 1995. Prior
to that Dr. Gurkin was employed in various capacities for over 17 years by E. M.
Science (an affiliate of E. Merck KGAA), a company engaged in the manufacturing
of laboratory reagents and chromatography supplies.
Dr. Block, 55, has more than 29 years of senior level experience in the
research, manufacturing and international marketing of over-the-counter and
clinical diagnostic testing products, as well as the operation of licensed
clinical laboratories. He has been the Company's Chief Executive Officer since
May 1999 and a member of the Board of Directors since September 1999. Prior to
joining TCPI, he was the President, CEO and a Director of Medicorp Inc., a
privately held biomedical company headquartered in Montreal, Canada from its
inception in 1986. Medicorp is involved in the research, manufacturing and
international marketing of clinical diagnostic tests, the distribution of
research kits and reagents in Canada and the operation of a licensed clinical
laboratory. Prior to Medicorp, Dr. Block served as a Director and the first
President and CEO of Hygeia Sciences, Inc., which developed and manufactured the
First Response(R) over-the-counter pregnancy and ovulation kits - the first
ovulation kit to be approved for OTC marketing. From 1972 through 1981, he held
positions of increasing responsibility at Becton Dickinson Immunodiagnostics, a
division of Becton, Dickinson & Co., including Vice President, Operations and
Vice President, Research and Development. Previously, he worked in clinical
diagnostics research at Syva Company. Dr. Block has a Ph.D. from Brandeis
University and was an Alexander von Humboldt Fellow at the University of
Cologne, Germany.
The retirement of Mr. Aronowitz is not expected to affect the financial
or operating status of the Company. Further, this management change is not
expected to impact research and development activities related to the Company's
new cholesterol screening and monitoring tests, noninvasive TD Glucose(TM)
Monitoring System and various other diagnostic products where TCPI's Vice
President of Transdermal Research, Frank M. Kochinke, Ph.D., and TCPI's Director
of Development, Thomas J. Hunter, Ph.D., will continue overseeing their
projects.
In connection with his retirement, TCPI expects to enter into an
agreement with Mr. Aronowitz under which the Company will make certain financial
payments to him, register with the U.S. Securities and Exchange Commission
common stock of TCPI that he currently directly or beneficially owns, and engage
him as a consultant for a period of four years.
Information in this Form 8-K, including any information incorporated by
reference herein, includes "forward-looking information" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Act of 1934, as amended, and is subject to the safe-harbor created by
such sections. The Company's actual results may differ significantly from the
results discussed in such forward-looking statements.
<PAGE>
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, thereunto duly authorized.
Dated: September 14, 2000 TCPI, Inc.
By: /s/ Walter V. Usinowicz, Jr.
-------------------------------
Walter V. Usinowicz, Jr.
Vice President of Finance and
Chief Financial Officer
(Chief Accounting Officer)
