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: January 6, 2006
Corgenix Medical Corporation
(Exact Name of registrant as specified in its charter)
Nevada 000-24541 93-1223466
(State or other ommission File Number) I.R.S. Employer
jurisdiction Identification No.)
of incorporation) C
12061 Tejon Street
Westminster, Colorado 80234
(Address, including zip code, of principal executive offices)
(303) 457-4345 (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 of 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 Principal Officers; Election of
Directors; Appointment of Principal Officers
Mr. Jun Sasaki, the Board representative of Medical & Biological Laboratories
Co., Ltd. (MBL), a strategic partner of the Company located in Nagoya, Japan,
resigned from the Board of Directors of Corgenix Medical Corporation, effective
January 3, 2006. Mr. Sasaki, who became a director in December 2002, indicated
to Dr. Luis Lopez, the Chairman of the company's Board of Directors, that he was
resigning because the logistics of participating in meetings and company
governance activities from his office in Japan was becoming more difficult. The
vacancy left by Mr. Sasaki's departure has been filled by Mr. Dennis Walczewski,
the Chief Executive Officer of MBL International, a wholly owned subsidiary of
MBL, located in Waltham, MA.
As mentioned above, Mr. Walczewski was appointed to the Company's Board of
Directors on January 3, 2006 to fill the vacancy created by the resignation of
Mr. Jun Sasaki on the same day. Mr. Walczewski's background consists of over 25
years experience in the Diagnostic and Biotechnology industries. Mr. Walczewski
has held either management or executive positions in Promega, T-Cell
Diagnostics, Endogen and Boehringer Manheim (now Roche). He has been employed by
MBL international or MBLI for the previous four years and now is their Chief
Executive Officer. Mr. Walczewski will not be compensated for board meetings
attended.
Corgenix maintains a revenue-producing strategic relationship with Medical &
Biological Laboratories Co., Ltd., or MBL. In July 2002 MBL made a strategic
investment in the common stock of our company, and also holds warrants to
purchase additional shares of our common stock. In March of 2005 we signed a new
distribution and OEM Supply Agreement with MBL International, Inc., of which Mr.
Walczewski is the Chief Executive Officer, which grants us non-exclusive rights
to distribute MBL's complete diagnostic line of autoimmune testing products in
the United States and exclusive distribution rights to the OEM Label products
worldwide excluding the United States, Japan, Korea and Taiwan. In addition, on
August 1, 2005 Corgenix and MBL executed an Amendment to the Common Stock
Purchase Agreement and Common Stock Purchase Warrant wherein one-half, or
440,141, of the original redeemable shares were exchanged for a three-year
promissory note payable. All of the Company's material transactions with MBL and
MBLI have been disclosed by the Company in previous periodic filings with the
SEC.
Pursuant to the Common Stock Purchase Agreement dated July 1, 2002 between the
Company and MBL, MBL previously had the right to nominate one member of the
Company's board of directors for so long as MBL held 80% of the shares it
initially purchased and the distribution agreement between MBL and the Company
remained in effect. Until recently that position had been filled by Mr. Sasaki.
The distribution agreement with MBL has since been terminated; however the board
believes that Mr. Walczewski's experience and expertise will be valuable assets
to the Company, and therefore has appointed him to fill the vacancy left by Mr.
Sasaki's resignation.
ITEM 9.01 Financial Statements and Exhibits
a) Not applicable.
b) Not applicable.
c) Not applicable
d) Exhibits: None.
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.
CORGENIX MEDICAL CORPORATION
Date: January 6, 2006 By: /s/ Douglass T. Simpson
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Douglass T. Simpson, President