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: April 27, 2005
LIFELINE
THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Colorado |
000-30489 |
84-1097796 | |||
|---|---|---|---|---|---|
| (State or other jurisdiction of | (Commission File | (IRS Employer Identification | |||
| incorporation) | Number) | Number) | |||
6400 South
Fiddler's Green Circle, Suite 1750, Englewood, CO 80111
(New address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(720) 488-1711
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
None
Item 1.02 Termination of a Material Definitive Agreement
None
Item 1.03 Bankruptcy or Receivership
None
Section 2 — Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets
None
Item 2.02 Results of Operations and Financial Condition
None
Item 2.03
Creation of a Direct Financial Obligation or an Obligation Under anOff-Balance
Sheet
Arrangement of a Registrant
None
Item 2.04
Triggering Events That Accelerate or Increase a Direct FinancialObligation
or an
Obligation Under and Off-Balance Sheet Arrangement
None
Item 2.05 Costs Associated with Exit or Disposal Activities
None
Item 2.06 Material Impairments
None
Section 3 — Securities Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
None
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Item 3.02 - Unregistered Sales of Equity Securities
None
Item 3.03 Material Modification to Rights of Security Holders
None
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountants
None
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a RelatedAudit
Report or
Completed Interim Review
None.
Section 5 - Corporate Governance and Management
Item 5.01 Changes in Control of Registrant
None
Item 5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment
of Principal
Officers
On April 22, 2005, the Board of Directors appointed Mr. Jim Krejci as a member of the Board of Directors. Mr. Krejci brings a wealth of healthcare and business leadership experience to the Board. His medical industry experience includes leadership at the 3M Company and General Electric Diagnostic Imaging Division, and culminated as Division President of Becton Dickinson Labware, with responsibility for over 800 employees.
Mr. Krejci worked in the private sector for over 30 years and managed high-tech and telecommunication firms, including the Mind Extension University, Jones Lightwave, Jones Futurex, Galactic Radio and other companies for Jones International, Ltd. and Jones Intercable, Inc. He has also been the CEO of a number of other high-tech start-ups in the Denver area and worked in the international sector as President, International Division, for International Gaming Technologies.
Mr. Krejci also brings a community service background to the LFLT Board. He has served on the Board of Directors for Goodwill Industries of Denver, Denver Scores, and the American Diabetes Association (ADA) of Denver. He subsequently was appointed as the Executive Director of the New Mexico ADA, and presently serves as the Executive Director of the Epilepsy Foundation of Colorado.
Mr. Krejci also teaches Marketing Management, Principals of Leadership, Marketing Research and Management Theory and Practice at the University of Phoenix Online Graduate School of Business. He received a B.S in Chemical Engineering and an MBA in Marketing from the University of Wisconsin with the distinction of graduating first in the MBA class.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
None
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee BenefitPlans
None
Item 5.05
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provi-sion
of the
Code of Ethics.
None
Section 6 — [Reserved]
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
None
Section 8 - Other Events
Item 8.01 Other Events
None
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statements of Businesses Acquired. |
| (b) | Pro Forma financial information. |
| (c) | Exhibits |
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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.
Date: April 27, 2005
LIFELINE
THERAPEUTICS, INC. |
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