UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 16, 2004
IPIX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26363 52-2213841
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
3160 Crow Canyon Road, San Ramon, California 94583
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (925) 242-4002
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N/A
(Former name or former address, if changed since last report)
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 16, 2004, Donald W. Strickland resigned as President and Chief
Executive Officer and as a Director of IPIX Corporation (the "Company"). The
Company entered into a separation agreement (the "Agreement") with Mr.
Strickland, which is being filed with this report as Exhibit 99.1. Under the
Agreement, the Company will pay any portion of Mr. Strickland's base salary,
vacation time, travel and business expense incurred or accrued. In addition, the
Company will pay Mr. Strickland a severance payment of $167,500, which will be
paid in six monthly installments. Any stock options granted to Mr. Strickland
will continue to vest through March 16, 2005, and such options must be exercised
on or before June 14, 2005, at which time they will expire. The Company will
reimburse Mr. Strickland for the amount of any premium payments for group health
coverage made by Mr. Strickland pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985. The employment agreement between the Company and Mr.
Strickland dated July 1, 2001 (the "Employment Agreement") was terminated,
except that certain obligations concerning confidentiality, non-solicitation and
non-disparagement will survive termination.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The Employment Agreement between the Company and Mr. Strickland was
terminated on September 16, 2004. The principal terms of the Employment
Agreement have been described in previous SEC filings by the Company. A copy of
the agreement was filed as Exhibit 10.2 to the quarterly report on Form 10-Q
filed by the Company on August 14, 2001 (File No. 000-26363).
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 16, 2004, Donald W. Strickland resigned as President and Chief
Executive Officer and as a Director of the Company. The resignation of Mr.
Strickland was not as a result of a disagreement with the Company relating to
its operations, policies or practices.
The Company appointed, effective September 16, 2004, Ms. Clara M. Conti
President and Chief Executive Officer of the Company. Ms. Conti was also elected
to the Board of Directors as a Class II director and will serve on the Executive
Committee of the Board. Ms. Conti will receive a base salary of $275,000 per
annum and will be entitled to such bonus as the Board of Directors may
determine. In addition, the Company has authorized the issuance to Ms. Conti of
either: (i) an option to purchase 500,000 shares of common stock of the Company
, (ii) restricted shares of the common stock of the Company at an equivalent
economic value of the option grant, or (iii) a combination of options and
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restricted shares. The Compensation Committee is authorized to determine the
terms and conditions of the award consistent with the provisions of the
Company's 2001 Equity Incentive Plan. Ms. Conti will also be entitled to such
other benefits accorded employees and executive officers of the Company.
Prior to her appointment as President and Chief Executive Officer of the
Company, Ms. Conti was President and Chief Executive Officer of ObjectVideo from
2001 to January 2004. ObjectVideo, Inc. is a video security business
headquartered in Reston, Virginia. From 2000 to 2001, Ms. Conti was Vice
President of eBusiness Solutions for DynCorp, an information technology and
outsourcing company headquartered in Reston, Virginia. Prior to joining DynCorp,
Ms. Conti was President and Chief Executive Officer of Aurora Enterprise
Solutions, a business to business internet security products and services firm
headquartered in Reston, Virginia.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Furnished as Exhibit 99.1 is a copy of the Separation Agreement entered
into between the Company and Mr. Strickland on September 16, 2004.
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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 hereunto duly authorized.
IPIX CORPORATION
Dated: September 21, 2004 /s/ Paul Farmer
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Paul Farmer
Chief Financial Officer
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