Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) (1) The
Board of Directors of Immunosyn Corporation (the “Corporation”) increased the
number of directors constituting its whole Board of Directors from two (2) to
three (3) effective March 14, 2008 pursuant to the Bylaws of the
Corporation. On such date, the Board of Directors elected Myron W.
Wentz, Ph.D., Chairman of the Board and Chief Executive Officer of USANA Health
Sciences, Incorporated (NASDAQ: USNA), to serve as a member of the Board
of Directors of the Corporation, filling the newly created directorship
resulting from the increase in the authorized number of directors of the
Corporation.
Dr. Wentz, 67, founded USANA in 1992
and has been the Chairman and CEO since its inception. USANA is a
public company that develops and manufactures nutritional and personal care
products that are sold directly to preferred customers and associates throughout
the world.
In 1974, Dr. Wentz founded Gull
Laboratories (the former parent company of USANA) and served as President and
Chairman from 1974 to 1994 during which time Gull developed, manufactured and
marketed medical diagnostic test kits designed to detect infectious diseases
particularly those caused by viruses and used in private and hospital
laboratories around the world. Gull was sold to Fresenius, a German medical
products company, in 1994 although Dr. Wentz continued as Chairman until
1998. In 1998, Dr. Wentz founded Sanoviv Medical Institute, a
holistic medical facility located on the Pacific Coast near Rosarito Beach,
Mexico.
Dr. Wentz received his doctorate
from
the
University of Utah, an
MS degree in microbiology from the University of North Dakota and a BS degree in
biology from North Central College in Illinois.
(2) As part of the Stock
Purchase and Option Agreement dated March 13, 2008 between Dr. Wentz and Argyll
Biotechnologies LLC, the Corporation’s largest shareholder (“Argyll Biotech”),
described in (4) below, Argyll Biotech agreed to nominate and/or cause Dr. Wentz
(or his designee) to be elected to the Corporation’s Board of Directors at each
annual meeting of stockholders for so long as Dr. Wentz owns at least 200,000
shares of the Corporation’s Common Stock and Argyll Biotech agreed to vote all,
or cause (to the extent within its control) to be voted all, shares of the
Corporation’s Common Stock owned or controlled by Argyll Biotech, directly or
indirectly, to be voted to elect Dr. Wentz or his designee to serve on the
Corporation’s Board of Directors for so long as Dr. Wentz owns at least 200,000
shares of the Corporation’s Common Stock. Dr. Wentz agreed to serve
on the Corporation’s Board of Directors if elected.
(3) The Corporation does not
currently have committees of its Board of Directors.
(4) Dr. Wentz is party to a
Stock Purchase and Option Agreement dated March 13, 2008 (the “Closing Date”)
with Argyll Biotech, the Corporation’s largest shareholder, pursuant to which
Dr. Wentz purchased, for $2,000,000, 400,000 shares of the Corporation’s Common
Stock,
subject to adjustment. In addition, Argyll Biotech granted to Dr.
Wentz an option to purchase up to 800,000 shares of the Corporation’s Common
Stock from it for an exercise price of $6.00 per share on or before March 13,
2011. Also, Argyll Biotech granted Dr. Wentz four annual options to
purchase 100,000 shares of the Corporation’s Common Stock each for exercise
prices of $2.50, $3.50, $4.50 and $5.50 per share, effective as of the Closing
Date, the first anniversary of the Closing Date, the second anniversary of the
Closing Date and the third anniversary of the Closing Date, respectively,
expiring on the tenth anniversary of the date of grant.
(5) Dr. Wentz is not
currently a party to any plan, contract or arrangement with the
Corporation. However, it is expected that Dr. Wentz will be entitled
to receive such compensation for his Board service as may be determined by the
Board of Directors for all non-employee members of the Corporation’s Board of
Directors including without limitation annual fees, meeting attendance fees and
annual grants of options to purchase shares of Common Stock of the
Corporation.