Unassociated Document
UNITED
STATES
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): August
4, 2006
BIOMETRX,
INC.
(Exact
name of registrant as specified in its Charter)
|
Delaware
|
0-15807
|
31-1190725
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|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
No.)
|
Identification
No.)
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500
North Broadway, Suite 204, Jericho, New York
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11753
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(Address
of principal executive offices)
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(Zip
Code)
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(516)
937-2828
(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:
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
240.24d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.23e-4(c))
Item
1.01
Entry
into a Material Definitive Agreement
On
August
4, 2006, bioMETRX, Inc entered into an employment agreement with J. Richard
Iler
under which Mr. Iler will serve as our Chief Financial Officer for an initial
term of three (3) years. The employment agreement is filed as Exhibit 99.2
to
this report. The agreement calls for an annual base salary of $180,000 for
the
first year with annual increases of 15% each year thereafter and a $500 per
month car allowance. In addition, the Company granted Mr. Iler 400,000 options
to purchase shares of our common stock and issued as a bonus 100,000 shares
of
the Company’s common stock.
Item
5.02
Departure
of Principal Officers; Election of Directors; Appointment of Principal
Officer.
(b)(c) On
August
7, 2006, our board of directors accepted the resignation of Frank Giannuzzi
as
our Chief Financial Officer and as a member of our Board of Directors and
appointed J. Richard Iler to serve as our Chief Financial Officer. Mr. Iler
was
also elected to the Company’s Board of Directors. Additional information
concerning the employment agreement bioMETRX entered into with Mr. Iler is
set
forth in Item 1.01.
Mr.
Iler
is 53 years old. From April 2003 to July 2006 Mr. Iler was the Chief Financial
Officer and a member of the Board of Directors of SiriCOMM, Inc., a publicly
traded company. From 2001 through 2003, Mr. Iler was managing director of a
private equity fund responsible for financing activities, management consulting
and investor relations of the funds portfolio companies and served as a
management consultant to SiriCOMM, Inc. from June 2002 to the time of his
appointment in April 2003. From 1998 through 2001 Mr. Iler was Chief Financial
Officer of United American eHealth Technologies, a publicly traded company
which
he assisted in raising capital and preparation of regulatory filings. Mr. Iler
graduated from Grand Valley State University in Allendale, Michigan, with a
B.S.
and attended South Texas College of Law in Houston, Texas.
Item
9.01
Financial
Statements, Pro Forma Financial Information and Exhibits
(c)
Exhibits
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|
99.1 |
Resignation
Letter of Frank Giannuzzi dated August 7,
2006.
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99.2 |
Employment
Agreement between the Company and J. Richard Iler dated August
4, 2006.
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99.3 |
Press
Release announcing the appointment of J. Richard Iler as the Company’s
Chief Financial Officer.
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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.
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BIOMETRX,
INC.
(Registrant)
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|
|
|
| Date:
August 8, 2006 |
By: |
/s/ Mark
Basile |
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Mark
Basile |
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Chief
Executive Officer |