UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 10, 2004
CRDENTIA CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 000-31152 76-0585701
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation) File Number) Identification Number)
14114 DALLAS PARKWAY, SUITE 600
DALLAS, TEXAS 75254
(Address of Principal Executive Offices) (Zip Code)
(972) 850-0780
(Registrant's telephone number, including area code)
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As discussed in further detail below under ITEM 5.02, DEPARTURE OF
DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL
OFFICERS, William S. Leftwich resigned as our Chief Financial Officer and
Secretary on September 10, 2004 to pursue other interests.
In connection with his resignation, on September 15, 2004, we executed
a Separation Agreement and General Release with Mr. Leftwich to provide him with
certain benefits in exchange for, among other things, our receipt of a general
release of claims and his cooperation in helping us with the transition of his
successor, Vicki L. Smith. Pursuant to the terms of the Separation Agreement, we
agreed to continue to pay Mr. Leftwich his current base salary of $175,000 per
year for a period of one month. In addition, we agreed to accelerate Mr.
Leftwich's vesting in twenty-five percent of the options he holds to purchase
110,504 shares of our common stock and agreed to provide Mr. Leftwich until
September 10, 2005 in which to exercise the options.
The description of the terms of our agreement with Mr. Leftwich is
qualified in its entirety by reference to the Separation Agreement and General
Release which is filed with this current report as Exhibit 10.1.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On September 1, 2004, we appointed Vicki L. Smith as our Vice President
of Finance. As reported above under ITEM 1.01, ENTRY INTO A MATERIAL DEFINITIVE
AGREEMENT, William S. Leftwich resigned as our Chief Financial Officer and
Secretary on September 10, 2004 to pursue other interests. Until we hire a
replacement for Mr. Leftwich, Ms. Smith will serve as the Company's interim
Chief Financial Officer.
Ms. Smith began consulting with us in May 2004 to assist in evaluating
prospective acquisitions and joined us as Vice President of Finance on September
1, 2004. Prior to joining us, from May 1997 to May 2002, Ms. Smith served as
Controller at Efficient Networks, Inc., a worldwide developer and supplier of
high-speed communications equipment. Ms. Smith received a bachelor's degree in
business administration from the University of Texas in 1990 and is a certified
public accountant.
On September 16, 2004, we issued a press release regarding Ms. Smith's
appointment and Mr. Leftwich's resignation which is filed with this current
report as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------
10.1 Separation Agreement and General Release by and
between Crdentia Corp. and William S. Leftwich, dated
September 15, 2004.
99.1 Press release of Crdentia Corp., dated September 16,
2004.
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.
CRDENTIA CORP.
September 16, 2004 By: /s/ James D. Durham
---------------------------------
James D. Durham
Chief Executive Officer
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------------------------------------------------------
10.1 Separation Agreement and General Release by and between
Crdentia Corp. and William S. Leftwich, dated September 15,
2004.
99.1 Press release of Crdentia Corp., dated September 16, 2004.