View:
Download DOC
Download PDF
Download XLS

 

 

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): September 29, 2014

 

NXT-ID, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   000-54960   46-0678374
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

One Reservoir Corporate Centre

4 Research Drive, Suite 402

Shelton, CT

 06484
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (203) 242-3076

 

n/a

(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 (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)) 

 

 

 

 
 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Vice-President and Chief Financial Officer

 

On September 29, 2014, NXT-ID, Inc. (the “Company”) announced that Vincent S. Miceli was named Vice-President and Chief Financial Officer of the Company effective immediately.

 

Mr. Miceli, age 56, was the Vice-President and Chief Financial Officer/Treasurer of Panolam Industries International, Inc. (“Panolam”), a privately held company which primarily designs, manufactures, and distributes decorative and industrial laminates, from May 2006 to mid December 2013. On November 4, 2009, Panolam filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of chapter 11 of title 11 of the United States Code in order to facilitate a change in the company’s ownership and to restructure its debt that originated from a leveraged buyout that was already in place before Mr. Miceli joined the Company. Mr. Miceli played an integral role in the prepackaged restructuring process which was completed within 30 days with no adverse effect on the company’s customers, vendors or employees. Prior to that, Mr. Miceli was the Chief Financial Officer and Corporate Controller of Opticare Health Systems, Inc., a company which provides integrated eye care services, from 2004 to 2006. Prior to 2004, Mr. Miceli held senior accounting positions at Amphenol Corporation and United Technologies, Inc. Mr. Miceli holds a BS in accounting from Quinnipiac College, an MBA, with a concentration in Finance, from the University of Hartford and he is an affiliate member of both the AICPA and the CT Society of Certified Public Accountants.

 

There are no arrangements or understandings between Mr. Miceli and any other persons pursuant to which he was selected as Vice-President and Chief Financial Officer.  There are also no family relationships between Mr. Miceli and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

In connection with Mr. Miceli’s employment with the Company, Mr. Miceli will receive an annual base salary of $180,000 and will be granted an award of 75,000 restricted shares of the Company’s common stock on the effective date of his employment from the Company’s Employee Stock Option Plan.

 

Departure of Chief Financial Officer

 

Upon the appointment of Mr. Miceli as Vice-President and Chief Financial Officer, Gino Pereira will no longer serve as the Company’s Chief Financial Officer. Mr. Pereira will continue to serve as the Company’s Chief Executive Officer and as a Director. Mr. Pereira’s departure as Chief Financial Officer is not related to any disagreement with the Company regarding any financial, accounting or other matters.

 

Item 8.01   Other Events

 

On September 29, 2014, the Company issued a press release (the “Press Release”) announcing the appointment of Vincent S. Miceli as the Company’s Vice-President and Chief Financial Officer. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits.

 

Exhibit No.   Description
     
99.1   Press release dated September 29, 2014

 

2
 

 

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. 

 

Date: September 29, 2014 NXT-ID, INC.
   
  By: /s/ Gino Pereira
    Name: Gino Pereira
Title: Chief Executive Officer

 

3
 

  

INDEX TO EXHIBITS

 

Exhibit No.   Description
     

99.1

  

Press Release of NXT-ID, Inc., dated September 29, 2014

 

4

 

 

Exhibit 99.1

 

NXT-ID, Inc. Names Vice-President and Chief Financial Officer

 

Shelton, CT – September 29, 2014 – NXT-ID, Inc. (Nasdaq: NXTD and NXTDW) (“NXT-ID” or the “Company”), a biometric authentication company focused on the growing mobile commerce market, today announced that Vincent S. Miceli has been named the Company’s Vice-President and Chief Financial Officer effective immediately. Mr. Miceli replaces Gino Pereira as Chief Financial Officer. Mr. Pereira will continue to serve as the Company’s Chief Executive Officer and as a Director.

 

Mr. Miceli, age 56, has extensive hands on experience in financial and operational management and business leadership in both substantial private and public companies. He is also experienced with working with public company Boards of Directors, as well as financial institutions. Mr. Miceli was the Vice-President and Chief Financial Officer/Treasurer of Panolam Industries International, Inc., a company which primarily designs, manufactures and distributes decorative and industrial laminates, from May 2006 to mid December 2013. Prior to that, Mr. Miceli was the Chief Financial Officer and Corporate Controller of Opticare Health Systems, Inc., a company which provides integrated eye care services, from 2004 to 2006. Prior to 2004, Mr. Miceli held senior accounting positions at Amphenol Corporation and United Technologies, Inc. Mr. Miceli holds a BS in accounting from Quinnipiac College, an MBA, with a concentration in Finance, from the University of Hartford and he is an affiliate member of both the AICPA and the CT Society of Certified Public Accountants.

 

“Vin’s extensive experience with larger reporting companies will help us to develop appropriate internal controls and reporting systems as we look to rapidly scale the activities of NXT-ID” said Gino Pereira, CEO of NXT-ID. “His contribution to our structure will be invaluable in a rapidly growing company such as ours.”

 

About NXT-ID

NXT-ID's innovative MobileBio™ solution mitigates consumer risks associated with mobile computing, m-commerce and smart OS-enabled devices. The company is focused on the growing m-commerce market, launching its innovative MobileBio™ suite of biometric solutions that secure consumers' mobile platforms led by the Wocket™; a next generation smart wallet designed to replace all the cards in your wallet, no smart phone required. The Wocket works anywhere credit cards are accepted and only works with your biometric stamp of approval. www.wocketwallet.com

 

NXT-ID's wholly owned subsidiary, 3D-ID LLC, is engaged in biometric identification and has 22 licensed patents in the field of 3D facial recognition http://www.nxt-id.com, http://3d-id.net.

 

For more information, please visit www.nxt-id.com.

 

Cautionary Statement Regarding Forward Looking Statements

 

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties.  These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target”, “intend” and “expect” and similar expressions, as they relate to NXT-ID, Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.