ITEM 8.01 Other Events
By Order and Opinion dated May 5, 2009 and received on May 8, 2009, the Court
of Common Pleas of Pennsylvania, Philadelphia County, dismissed an action
brought by the Company's former Chief Executive Officer, President and Chief
Financial Officer, John DePhillipo, and Mr. DePhillipo's wife, Maria DePhillipo
(the "Action") in August 2008. In the Action, the DePhillipos alleged that the
Company, as well as its subsidiary GeneWize, Inc. and several of the Company's
directors, officers and advisors, defrauded them into settling a lawsuit
previously commenced by Mr. DePhillipo against the Company in the Superior Court
of New Jersey, Atlantic County (the "New Jersey Action"). In the Action, the
DePhillipos sought the return of 3,953,000 shares of the Company's common stock
sold to the Company pursuant to the settlement, allegedly worth approximately
$20 million based upon an alleged value of $5.00 per share.
Via its Order and Opinion, the Court dismissed the Action, concluding that
the DePhillipos' claims were not viable. The Court also determined that it
lacked jurisdiction over the Company's counsel in the New Jersey Action as well
as the Company's advisors.
In October 2005, the Company terminated the employment of Mr. DePhillipo. In
2005, Mr. DePhillipo commenced the New Jersey Action, alleging that his
termination by the Company "for cause" was improper and therefore he was
entitled to severance pay. The Company filed counterclaims against
Mr. DePhillipo for breach of fiduciary duty, conversion, negligent
misrepresentation, unjust enrichment and fraud while Mr. DePhillipo served as
the Company's Chief Executive Officer, President and Chief Financial Officer.
The counterclaims sought recovery in excess of that sought by Mr. DePhillipo.
On May 13, 2008, the Company and Mr. DePhillipo reached a settlement in the
New Jersey Action pursuant to which the Company and Mr. DePhillipo settled all
issues, claims and counterclaims pending in that action. Under such settlement,
the Company acquired 3,953,000 shares of the Company's common stock from
Mr. DePhillipo and his family, paying Mr. DePhillipo and his family $0.06 for
each such share and resulting in a purchase price of $237,180. The Company also
paid Mr. DePhillipo $220,000. As part of the settlement, the Company and
Mr. DePhillipo exchanged general releases.
A copy of the press release dated May 13, 2009 with respect to the Court's
Opinion and Order is filed as Exhibit 99.1 to this Current Report and is
incorporated into this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Press Release dated May 13, 2009
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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.
GeneLink, Inc.
(Registrant)
By: /s/ Monte E. Taylor, Jr.
Monte E. Taylor, Jr.
Chief Executive Officer
Dated: May 13, 2009
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Exhibit Index
Exhibit No. Description
99.1 Press Release dated May 13, 2009
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