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): October 8,
2010
LIQUIDMETAL
TECHNOLOGIES, INC.
(Exact name of Registrant as
Specified in its Charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
000-31332
(Commission
File Number)
|
33-0264467
(I.R.S.
Employer
Identification
No.)
|
30452
Esperanza
Rancho
Santa Margarita, California 92688
(Address
of Principal Executive Offices; Zip Code)
Registrant’s
telephone number, including area code: (949)
635-2100
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2-(b))
|
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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LIQUIDMETAL
TECHNOLOGIES, INC.
FORM
8-K
|
Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
October 8, 2010, Mr. Martin Weinstein and Mr. Iraj Azarm resigned as Directors
of Liquidmetal Technologies, Inc. (the “Company”). The resignations
of Mr. Weinstein and Mr. Azarm were not the result of any disagreements with the
Company known to an executive officer of the Company on any matter relating to
the Company’s operations, policies, or practices.
On
October 8, 2010, Mr. Daniel Young and Mr. Ricardo Salas were elected by the
Company’s remaining directors to the Board of Directors to fill the vacancies
left by Messrs. Weinstein and Azarm.
Mr. Young
is the President of Irvine Community Development Company LLC (ICDC), an
affiliate of the 140 year old Irvine Company known for the planned development
of the Irvine Ranch properties in Orange County, California. In addition to the
master planned communities, the Irvine Company is also known for its portfolio
of elite investment properties in Orange County, San Diego, West Los Angeles and
the Silicon Valley. As President of ICDC, Mr. Young guides all facets
of the Irvine Company’s community master-planning and development
process. Mr. Young also has a history of community involvement which
includes 11 years on the Santa Ana City Council, including 8 years as
mayor. He has served on the board of directors of several regional
agencies. Mr. Young is a graduate of California State University and
has a master’s degree in public administration from the University of Southern
California.
The Board
of Directors believes that Mr. Young’s experience and background make him a
qualified and valuable member of the Company’s Board of Directors. In
particular, Mr. Young’s background working with multi-million dollar
corporations in the real estate industry and experience in the public sector
working with investors, community leaders and company executives make him a
valuable resource for our Company.
Mr. Salas
is currently the Company’s Executive Vice President and a former President of
the Company. Mr. Salas previously served as a board member of the
Company from April 1995 to May 2003. Prior to his tenure with the
Company, Mr. Salas served as Chairman and Chief Executive Officer of iLIANT
Corporation, an information technology and outsourcing service firm in the
healthcare industry. Mr. Salas currently serves as a director of CyberDefender
Corporation (CYDE), VillageEDOCS, and a privately held technology
company. Mr. Salas received his degree in Economics from Harvard
College.
The Board
of Directors believes that Mr. Salas’ experience and background make him a
qualified and valuable member of the Company’s Board of Directors. In
addition to Mr. Salas’s prior experience as a former Board member and executive
officer of the Company, he has extensive knowledge working with technology-based
companies. His background working with investors, leading acquisition
activities and negotiating transactions make him a valuable resource for our
Company.
Item
7.01. Regulation FD Disclosure.
The
Company has issued a press release, dated October 14, 2010, relating to the
resignation of Martin Weinstein and Iraj Azarm and the appointment of Daniel
Young and Ricardo Salas to the Company’s Board of Directors. The
press release is attached to this Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and
Exhibits.
(d)
Exhibits
The
following exhibit is furnished herewith:
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Exhibit
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|||
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Number
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Description
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||
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99.1
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Press
release dated October 14, 2010.
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Signature
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 thereunder
duly authorized.
| LIQUIDMETAL TECHNOLOGIES, INC. | |||
|
|
By:
|
/s/ Thomas Steipp | |
| Thomas Steipp, | |||
| President and Chief Executive Officer | |||
Date: October
14, 2010
EXHIBIT
INDEX
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Exhibit
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|||
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Number
|
Description
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||
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99.1
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Press
release dated October 14, 2010.
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Exhibit
99.1
News Release
FOR IMMEDIATE
RELEASE
|
CONTACT:
|
Otis
Buchanan
|
Liquidmetal
Technologies
949-635-2120
otis.buchanan@liquidmetal.com
Liquidmetal
Technologies Names New Members to Board of Directors
Rancho Santa Margarita,
California. October 14th 2010-- Liquidmetal® Technologies Inc. (OTCBB:
LQMT) today announced that it has
named two new members to the Board of Directors of the Company. Chairman Abdi
Mahamedi is welcoming Daniel Young and Ricardo Salas to board seats being
vacated by Martin Weinstein and Iraj Azarm.
“Liquidmetal
Technologies is grateful for the contributions and service of Dr. Weinstein and
Mr. Azarm during their tenure as directors. Their insights helped to
guide the Company through several complex and important matters,” commented Mr.
Mahamedi. “We also look forward to benefiting from the insights and
experience that our new directors bring to our Board at this exciting phase in
our technology’s commercialization.”
Incoming
member Daniel Young is president of Irvine Community Development Company LLC
(ICDC), an affiliate of the 140 year old Irvine Company known for the planned
development of the Irvine Ranch properties in Orange County, California. In
addition to the master planned communities, the Irvine Company is also known for
its portfolio of elite investment properties in Orange County, San Diego, West
Los Angeles and the Silicon Valley. As president of ICDC, Mr. Young
guides all facets of the Irvine Company’s community master-planning and
development process. Mr. Young also has a history of
community involvement which includes 11 years on the Santa Ana City Council,
including 8 years as mayor. He has served on the board of directors
of several regional agencies. Mr. Young is a graduate of California
State University and has a master’s degree in public administration from the
University of Southern California.
Current
Liquidmetal Technologies Executive Vice President and former company President
Ricardo Salas is also joining the Company’s Board of Directors. Mr. Salas
previously served as a board member of the Company from April 1995 to May 2003.
Prior to his tenure with Liquidmetal Technologies, Salas served as Chairman and
Chief Executive Officer of iLIANT Corporation, an information technology and
outsourcing service firm in the healthcare industry. Mr. Salas currently serves
as a director of CyberDefender Corporation (CYDE) as well as two privately held
technology companies. Mr. Salas received his degree in Economics from
Harvard College.
This
press release may contain “forward-looking statements” that involve risks and
uncertainties, including statements regarding our plans, future events,
objectives, expectations, forecasts, or assumptions. Any statement in
this press release that is not a statement of historical fact is a
forward-looking statement, and in some cases, words such as "believe,"
"estimate," "project," "expect," “intend,” “may," "anticipate," "plans,"
"seeks," and similar expressions identify forward-looking
statements. These statements involve risks and uncertainties that
could cause actual outcomes and results to differ materially from the
anticipated outcomes or result, and undue reliance should not be placed on these
statements. These risks and uncertainties may include: our
limited operating history in developing and manufacturing products from bulk
amorphous alloys; the adoption of our alloys by customers; the commercial
success of our customer’s products; our ability to identify, develop, and
commercialize new applications for our alloys; competition with suppliers of
incumbent materials; the development of new materials that render our alloys
obsolete; the ability to manage our anticipated growth; our limited direct
experience in manufacturing bulk alloy products; scaling-up our manufacturing
facilities; protecting our intellectual property; problems associated with
manufacturing and selling our alloys outside of the United States; and other
risks and uncertainties discussed in filings made with the Securities and
Exchange Commission (including risks described in subsequent reports on Form
10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal
Technologies disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events, or otherwise.