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): June 14, 2012 (June 11, 2012)
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Lightwave Logic, Inc. |
(Exact name of registrant as specified in its charter) |
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Nevada | 0-52567 | 82-049-7368 |
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
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111 Ruthar Drive, Newark, Delaware |
| 19711 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (302) 356-2717
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(Former name or former address, if changed since last report) |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 Officers; Compensatory Arrangements of Certain Officers
On June 11, 2012, the registrant’s board of directors appointed Ronald A. Bucchi as a member of the registrant’s Board of Directors. Mr. Bucchi accepted his nomination to the registrant’s Board of Directors on that same date. Mr. Bucchi’s term as a member of the Board of Directors will continue until the next annual stockholder’s meeting or until his successor is duly appointed.
There are no arrangements or understandings between Mr. Bucchi and any other persons pursuant to which he was appointed as a member of the registrant’s Board of Directors. Mr. Bucchi has not been, and is not expected to be, named to any specific committee of the Board of Directors at this time.
In exchange for serving on the registrant’s Board of Directors, pursuant to a written agreement dated June 11, 2012, Mr. Bucchi received an option to purchase up to two hundred thousand (200,000) thousand shares of restricted common stock of the registrant at the strike price of $.90 per share. The options vest as follows: (i) fifty thousand (50,000) options vest immediately; and (ii) the remaining options vest in three (3) equal annual installments of fifty thousand (50,000) options per year commencing on the 1st day of each one year anniversary of execution of his agreement. All of the options expire on June 10, 2017.
Mr. Bucchi is a self employed C.P.A. with a specialized practice that concentrates in CEO consulting, strategic planning, mergers, acquisitions, business sales and tax. He works with domestic and international companies. Mr. Bucchi is currently a member of the board of directors of First Connecticut Bancorp, Inc. (Farmington Bank) (FBNK:NASDAQ GM), serving on Asset Liability Committee, the Governance and Loan committees in addition to chairing the Audit committee. He is currently the Treasurer and a member of the Board of Directors of the Petit Family Foundation, Inc. He has served on numerous other community boards and is past Chairman of the Wheeler Clinic and the Wheeler YMCA. He is a member of the Connecticut Society of Certified Public Accountants, American Institute of Certified Public Accountants and the National Association of Corporate Directors. Mr. Bucchi is a graduate of the Harvard Business School Executive Education program with completed course studies in general board governance, audit and compensation and a graduate of Central Connecticut State University where he received his B.S. in Accounting.
The registrant has not entered into any transactions with Mr. Bucchi that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Item 7.01
Regulation FD Disclosure
On June 11, 2012, the registrant issued a press release reporting the appointment of Ronald A. Bucchi as a member of the registrant’s Board of Directors. The full text of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits
Exhibit No.
Description
10.1
Director Agreement
99.1
Press release dated June 11, 2012
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIGHTWAVE LOGIC, INC.
By: /s/ James S. Marcelli
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James S. Marcelli, President
Dated June 14, 2012