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): March 24, 2005
WARP TECHNOLOGY HOLDINGS, INC.
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(Exact Name of Registrant as Specified in Charter)
Nevada 000-33197 88-0467845
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(State of (Commission File No.) (I.R.S.
Incorporation) Employer
Identification
Number)
151 Railroad Avenue, Greenwich, Connecticut 06830
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(Address of Principal Executive Offices)
(203) 422-2950
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(Registrant's Telephone Number, including area code)
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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 (see General Instruction A.2. below):
[ ] 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))
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SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c)
Brian Sisko has been appointed Chief Operating Officer of the Warp
Technology Holdings, Inc. (the "Company"). Mr. Sisko has 20 years of experience
in the areas of corporate finance, mergers and acquisitions and strategic
development. During the past several years, Mr. Sisko has served as an advisor
and strategic management consultant to a variety of public and private
companies, including the Company. He was previously Managing Director of
Katalyst, LLC, a venture capital and operational advisory firm where he was
responsible for business development and client/portfolio company engagement
management in that firm's Philadelphia and Boston offices. Mr. Sisko also
previously served as Senior Vice President - Corporate Development and General
Counsel of National Media Corporation, a large public company with international
operations. In addition, Mr. Sisko was a partner in the Corporate
Finance/Mergers and Acquisitions practice group of the Philadelphia-based law
firm, Klehr Harrison, Harvey Branzburg & Ellers. Mr. Sisko also teaches as an
adjunct professor in the MBA program of the Fox School of Business at Temple
University. He earned his Juris Doctorate from The Law School of the University
of Pennsylvania and his B.S. from Bucknell University.
Mr. Jeff Bailey, Chief Executive Officer of the Company's subsidiary Gupta
Technologies, LLC ("Gupta"), has been appointed interim Chief Financial Officer
and Principal Financial Officer for the Company.
During the past several years, Mr. Bailey has led Gupta as its Chief
Executive Officer, responsible for guiding Gupta's strategic direction as well
as day-to-day operations. Mr. Bailey has over 25 years of experience in
corporate finance, accounting and operations. Before joining Gupta, he served as
vice president of finance and CFO at Vivant Corporation, where he played a major
role in the company's development. Prior to that, he held positions as vice
president of finance and CFO at Uniteq Application Systems Inc. and Phoenix
Network Inc. He earned his B.S. in Business Administration from the University
of California, Berkeley, and is a certified public accountant.
Mr. Takeshi Taniguchi, Corporate Controller of Gupta, has been appointed
interim Principal Accounting Officer for the Company.
Since July 2004, Mr. Taniguchi has served as Corporate Controller of
Gupta, responsible for the overall financial management of Gupta. Mr. Taniguchi
has worked at Gupta or its predecessors since 2000, serving as a senior
financial analyst prior to his current position. He earned his Master of
Business Administration from the University of Nevada, Reno, and is a Certified
Management Accountant.
(d)
The Company's Board of Directors ("Board") has elected the following three
individuals to fill vacancies on the Board.
Mr. John Boehmer is an executive recruitment and human resources
professional with more than 20 years experience. Mr. Boehmer is a Managing
Director with Korn/Ferry International. Prior to joining Korn/Ferry in 2003, Mr.
Boehmer was the founder and managing Director of Matlin Partners LLC.
Previously, Mr. Boehmer served as Vice President of Executive Recruiting at
Internet Capital Group. Mr. Boehmer holds a B.A. from Denison University.
Mr. David Howitt is the founder, President and CEO of The Meriwether
Group, Inc., a boutique brand consulting and marketing firm. Mr. Howitt's prior
experience includes serving as director of licensing and business development at
adidas America, Inc. Mr. Howitt also worked for several years as corporate
counsel with adidas. Mr. Howitt holds a B.A. from Denison University, and a J.D.
from the Lewis & Clark Northwestern School of Law.
Mr. Howitt has invested in ISIS Acquisition Partners II, LLC, ("IAP II")
an entity which has invested in the Company. IAP II is managed by ISIS Capital
Management, LLC ("ISIS"). The managing members of ISIS are Mr. Rodney A.
Bienvenu, Jr., Chairman and Chief Executive Officer of the Company, and Mr.
Ernest C. Mysogland, the Company's Chief Legal Officer.
Mr. Mark Lotke is a General Partner with FTVentures in New York. Prior to
joining FTVentures, Mr. Lotke's experience includes serving as a General Partner
with Pequot Ventures, a General Partner with Covalent Partners, and a Managing
Director with Internet Capital Group. Mr. Lotke also worked for several years as
a principal with General Atlantic Partners. Mr. Lotke holds a Masters in
Business Administration from the Stanford University Graduate School of
Business, and a B.S. from the Wharton School of the University of Pennsylvania.
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.
Dated: March 30, 2005
WARP TECHNOLOGY HOLDINGS, INC.
By: /s/ Ernest C. Mysogland
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Name: Ernest C. Mysogland
Title: Executive Vice President,
Chief Legal Officer and Secretary