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
Date of Report (Date of Earliest Event Reported): September 1, 2015
IMPLANT SCIENCES CORPORATION
(Exact name of Registrant as Specified in its Charter)
MASSACHUSETTS
(State or Other Jurisdiction of Incorporation)
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001-14949
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| 04-2837126
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(Commission File Number)
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| (I.R.S. Employer Identification Number)
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500 Research Drive, Unit 3
Wilmington, Massachusetts 01887
(Address of Principal Executive Offices, including Zip Code)
(978) 752-1700
(Registrant’s Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
□ 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))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2015, the Board of Directors of Implant Sciences Corporation (the “Company”) split the roles of Chief Executive Officer and President and appointed Robert Liscouski, formerly the Executive Vice President of the Company, as the Company’s President. Mr. Liscouski will continue to serve on the Company’s Board of Directors. Dr. Bill McGann will continue to serve as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors.
Item 7.01.
Regulation FD Disclosure
On September 2, 2015, the Company issued a press release announcing the appointment of Mr. Liscouski as President. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. The press release and the information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall they be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
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Exhibit No.
| Description
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99.1
| Press Release of Implant Sciences Corporation, dated September 2, 2015
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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.
IMPLANT SCIENCES CORPORATION
By: /s/ Roger P. Deschenes
Roger P. Deschenes
Vice President, Finance and Chief Financial
Officer
Date: September 9, 2015
EXHIBIT INDEX
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Exhibit No.
| Description
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99.1
| Press Release of Implant Sciences Corporation, dated September 2, 2015
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Exhibit 99.1
As Implant Sciences Prepares for Growth as the Industry Leader of ETD, CEO Dr. Bill McGann Announces Robert Liscouski as President
Dr. Bill McGann to continue to serve as CEO
Wilmington, MA – September 2, 2015 – Implant Sciences Corporation (OTCQB:IMSC), a leading manufacturer of explosives trace detection (ETD) and drugs trace detection solutions for homeland security applications, announced today the appointment of Robert Liscouski to the position of President. Mr. Liscouski, formerly Executive Vice President, will continue to serve on the company's Board of Directors. Dr. Bill McGann will continue to serve as Implant Sciences’ CEO and as a member of the company’s Board of Directors.
“Implant Sciences has undertaken a series of initiatives to enhance the operations of the company as it continues to achieve success in the market place and prepares for strategic growth in the years to come. I want to congratulate Bill McGann for leading the company on an impressive growth,” stated Michael Turmelle, Implant Sciences Chairman of the Board of Directors. “The Board decided that splitting the role of CEO and President would be optimal for the company’s future growth. We congratulate Bob Liscouski on his promotion to this position, and look forward to his leadership and contributions to our future success.”
“Bob has proven himself to be a vital component of Implant Sciences’ success, as he continues to facilitate business growth for the company,” added Dr. Bill McGann, CEO of Implant Sciences. “I look forward to continuing to work with him in executing the company’s vision.”
“I am very proud to be a part of the Implant Sciences team”, stated Mr. Liscouski. “The company’s performance over the past six months under Dr. McGann’s leadership has been extraordinary. Bill has lead this team and company to become the market leader in Explosives Trace Detection and I look forward to the continued opportunity to help expand our business worldwide and into new, important emerging markets, such as drug detection,” he added.
Mr. Liscouski is a recognized international security and counterterrorism expert with more than 30 years of experience as a senior government official, business leader, entrepreneur, special agent and law enforcement officer. He has been Executive Vice President of Implant Sciences since February, 2015, and has served on the Implant Sciences Board of Directors since 2009. In 2003, he was appointed by President George W. Bush as the first Assistant Secretary for Infrastructure Protection at the U.S. Department of Homeland Security. There he worked closely with the White House and other federal agencies to design, develop and implement the framework to protect the nation's critical physical and cyber infrastructure following 9/11. Later Mr. Liscouski founded a strategic advisory firm specializing in technology start-ups in the homeland security area. Early in his career, Mr. Liscouski worked in local law enforcement as a homicide and undercover investigator and special agent for the Diplomatic Security Service before joining a Fortune 100 company to develop security systems to protect information technology and intellectual property. Mr. Liscouski is a frequent contributor to CNN, Fox News, and other business and security media.
About the QS-B220 Desktop Explosives Trace Detector
The QS-B220 uses Ion Mobility Spectrometry (IMS) to rapidly detect and identify trace amounts of a wide variety of military, commercial, and homemade explosives. With significantly lower maintenance requirements than competing systems, the QS-B220 can be deployed for a much lower total cost of ownership than other approved products. Featuring a radioactive material-free design, push-button maintenance and diagnostics, and a patented inCal™ internal automatic calibration system, the QS-B220 brings new levels of performance and convenience to desktop trace detection users with unsurpassed ease of use.
About Implant Sciences
Implant Sciences is a leader in developing and manufacturing advanced detection capabilities to counter and eliminate the ever-evolving threats from explosives and drugs. The Company's team of dedicated trace detection experts has developed proprietary technologies used in its commercial products, thousands of which have been sold across more than 60 countries worldwide. The Company's ETDs have received approvals and certifications from several international regulatory agencies including the TSA in the U.S., ECAC in Europe, CAAC and the Ministry of Public Safety in China, Russia FSB, STAC in France, and the German Ministry of the Interior. It has also received the 2015 GSN Airport/Seaport/Border Security Award for "Best Security Checkpoint”. All Implant Sciences products are recognized as Qualified Anti-Terrorism Technologies by the Department of Homeland Security. For further details on the Company and its products, please visit the Company's website at www.implantsciences.com.
Cautionary Note Regarding Forward-Looking Statements
This press release and any statements of employees, representatives and partners of Implant Sciences Corporation (the "Company") related thereto contain or may contain certain “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such statements may include, without limitation, statements with respect to the Company's plans, objectives, projections, expectations and intentions and other statements identified by words such as "projects," "may," "will," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans," "potential" or similar expressions. Such statements are based on management’s current expectations and are subject to significant risks and uncertainties (many of which are beyond the Company’s control) that could cause the Company’s actual results to differ materially from the forward-looking statements. Such risks and uncertainties include, but are not limited to, the risks that there is no guaranty that the Transportation Security Administration (TSA) or any other U.S. or foreign government and law enforcement agencies or commercial consumers will purchase any of our explosives detection products or that any new products we may develop will be accepted by the TSA or by such other governments, agencies or consumers; economic, political and other risks associated with international sales and operations could adversely affect our sales; our business is subject to intense competition and rapid technological change, and our ability to generate revenue and profit will depend on our ability to develop and introduce new products; and other risks and uncertainties described in our filings with the Securities and Exchange Commission, including our most recent Forms 10-K, 10-Q and 8-K. In light of these risks and uncertainties, readers are cautioned that actual results may differ significantly from those described or anticipated in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.
Contact:
Implant Sciences Corporation
Company Contact:
Robert Liscouski
978-752-1700 x 116