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): February 24, 2011
LIQUIDMETAL TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in its Charter)
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Delaware
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000-31332
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33-0264467
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
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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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1
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
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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.
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On February 24, 2011, Mr. Mark Hansen was elected to the Board of Directors of Liquidmetal Technologies, Inc. (the “Company”).
Mr. Hansen has been with Cobalt Development Partners LLC since 2003 and is presently the Managing Partner. The firm focuses on the development of emerging consumer and intellectual property companies.
Mr. Hansen brings thirty plus years of executive management experience serving consumers through retail, foodservice and consumer package goods venues. His previous responsibilities included serving as the President and CEO of SAM’s Club which generated $23 billion in revenue with 75,000 employees and the President and CEO of PETsMART the country’s largest category dominant retailer of pet supplies and services. Mr. Hansen’s previous and present Board of Director positions include Applebee’s Restaurants, Amazon.com, Swander Pace Capital, PetfoodDirect.com and Arizona State University Business School Dean’s Counsel. Mr. Hansen received his Bachelor’s Degree in Fine Arts from Roosevelt University in 1976.
The Board of Directors believes that Mr. Hansen’s experience and background make him a qualified and valuable member of the Company’s Board of Directors. In particular, Mr. Hansen’s background working with multi-million dollar corporations and other experience in the service sector including pharmacy, optical, veterinary hospitals and small business service centers make him a valuable resource for the Company.
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Item 7.01.
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Regulation FD Disclosure.
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The Company has issued a press release, dated March 2, 2011, relating to the appointment of Mark Hansen to the Company’s Board of Directors. The press release is attached to this Form 8-K as Exhibit 99.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibit is furnished herewith:
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Exhibit
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Number
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Description
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99.1
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Press release dated March 2, 2011
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2
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.
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LIQUIDMETAL TECHNOLOGIES, INC.
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By:
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/s/ Thomas Steipp
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Thomas Steipp,
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President and Chief Executive Officer
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Date: March 2, 2011
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EXHIBIT INDEX
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Exhibit Number
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Description
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Press Release, dated March 2, 2011
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4
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
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CONTACT:
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Otis Buchanan
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Liquidmetal Technologies
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949-635-2120
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otis.buchanan@liquidmetal.com
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Liquidmetal Technologies Names New Member to Board of Directors
Rancho Santa Margarita, California. March 2nd 2011-- Liquidmetal® Technologies Inc. (OTCBB: LQMT) today announced that it has named a new member to the Board of Directors of the Company. Chairman Abdi Mahamedi is welcoming Mark Hansen as the newest independent board member.
Incoming member Hansen is presently the Managing Partner of Cobalt Development Partners LLC, a firm focusing on the development of emerging consumer and intellectual property companies. With a thirty year history of executive management experience serving consumers through retail, Mark has served as the President and CEO of SAM’s Club, which generated $23 billion dollars in revenue amidst a workforce of 75 thousand employees. Mark Hansen has also served as President and CEO of PetSmart, the largest dominant retailer of pet supplies and services in the country.
In addition to his significant service sector corporate leadership responsibilities, Mark also has a number of previous and present Board of Director positions to his credit including Applebee’s Restaurants and Amazon.com.
According to Board Chairman Abdi Mahamedi, “Liquidmetal has begun to execute successfully on a bold new direction that is yielding significant traction with strategic partners and cornerstone customers. Mark brings a depth of business acumen, strategic market awareness, corporate governance and integrity that will make our existing team even stronger. Both the executive leadership team and the full Board of Directors are excited about his addition to the team.”
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:&#
160; 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 stateme
nts, whether as a result of new information, future events, or otherwise.