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Nevada
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000-33073
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20-2775009
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(State
or other Jurisdiction of
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(Commission
File No.)
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(IRS
Employer
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Incorporation)
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Identification
No.)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Page
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Facing
Page
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1
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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment
of
Principal Officers
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3
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Signatures
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4
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(b)
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Gerald
B. Van Wie and G. Neil Van Wie have each resigned as directors
of the
Company and its wholly-owned subsidiary BioAuthorize, Inc. effective
October 2, 2008. Gerald B. Van Wie also resigned as Vice-President,
Chief
Operating Officer and Chief Technology Officer of the Company and
as
Vice-President and Chief Technology Officer of BioAuthorize, Inc.
effective October 2, 2008. G. Neil Van Wie resigned as Vice-President
and
Chief Financial Officer of the Company and as Vice-President and
Chief
Financial Officer of BioAuthorize, Inc. effective October 2,
2008.
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(c)
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Jeffrey
R. Perry, 49, has been appointed as Vice-President, Chief Financial
Officer, Chief Operating Officer and Secretary of the Company effective
October 7, 2008. No term for service has been established at this
time,
and Mr. Perry has no employment agreement. He serves at the discretion
of
the Company, and no compensation has been established for his position
as
an officer of the Company. There is no arrangement or understanding
between Mr. Perry and any other person pursuant to which Mr. Perry
was or
is to be selected as an officer as contemplated under Item 401(b)
of
Regulation S-K. Mr. Perry has entered into an option agreement
with Yada
Schneider, President and CEO of the Company, to acquire, directly
from Mr.
Schneider, shares of common stock owned by Mr. Schneider. Mr. Perry
has no
family relationship with any other executive officer or director
of the
Company or BioAuthorize, Inc.
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Mr.
Perry has been licensed to practice law in Texas since May 1988
and in
Arizona since March 2000 and has maintained a law practice for
many years,
most recently under the firm name, Jeffrey R. Perry Law Firm, P.C.,
since
August 2006. During the past six (6) years, he has focused his
practice on
the representation of various business entities in the areas of
entity
formation, structured financings including private placements of
securities, business combination transactions, SEC reporting and
other
general company business matters including contractual, employment
and
intellectual property matters. He has represented a number of public
companies whose common stock has traded on the Over The Counter
Bulletin
Board including serving as outside counsel to the Company since
February
2008. Since 2005 he has served as outside general counsel for IR
Biosciences Holdings, Inc. (OTCBB:IRBS), a development stage biotechnology
company engaged in the research and development of potential drug
candidates, Homspera® and its derivatives, Radilex® and Viprovex®. From
late 2002 until August 2005, he served as General Counsel and Executive
Vice President Mergers & Acquisitions for ImproveNet, Inc.
(OTCBB:IMPV), an internet based service matching contractors with
home
improvement and construction projects. His duties included oversight
of
strategy, planning and execution of the company’s merger and acquisition
efforts, and all aspects of legal matters of the company, the development
of risk management solutions and financial analysis, planning and
forecasting. He has also served as general counsel for Ebiz Enterprises,
Inc. (OTCBB:EBIZ) from 2000 to 2003, responsible for management
and oversight of all aspects of legal matters of the company and
the
development of risk management solutions.
In 2003, Mr. Perry also has served as legal counsel to Integrated
Information Systems (OTCBB:IISX).
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Neither
the Company nor any of its subsidiaries has entered into any transactions
with Jeffrey R. Perry described in Item 404(a) of Regulation
S-K.
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(d)
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Jeffrey
R. Perry, 49, has been appointed as a director of the Company effective
October 7, 2008. There is no set term of service, and Mr. Perry
will serve
at the discretion of the Board until his successor has been elected
and
qualified. The Board of Directors has not established any committees,
and
therefore Mr. Perry will not be named to serve on any committees.
In
connection with Mr. Perry’s appointment as a director of the Company, the
Company did not enter into or materially amend any plan, contract
or
arrangement that Mr. Perry will participate in as a director of
the
Company. No compensation has been established for his position
as a
director of the Company.
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Kim
Garvey, 61, has been appointed as a director of the Company effective
October 7, 2008. There is no set term of service, and Mr. Garvey
will
serve at the discretion of the Board until his successor has been
elected
and qualified. The Board of Directors has not established any committees,
and therefore Mr. Garvey will not be named to serve on any committees.
In
connection with Mr. Garvey’s appointment as a director of the Company, the
Company did not enter into or materially amend any plan, contract
or
arrangement that Mr. Garvey will participate in as a director of
the
Company. No compensation has been established for his position
as a
director of the Company.
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There
is no arrangement or understanding between Mr. Perry and Mr. Garvey,
respectively, and any other person pursuant to which Mr. Perry
and Mr.
Garvey, respectively, was selected as a director as contemplated
under
Item 401(a) of Regulation S-K. Neither the Company nor any of its
subsidiaries has entered into any transactions with Jeffrey R.
Perry or
Kim Garvey described in Item 404(a) of Regulation S-K.
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BIOAUTHORIZE
HOLDINGS, INC.
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Dated:
October 8, 2008
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By:
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/s/
Yada Schneider
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Yada
Schneider,
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President
and CEO
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